BINDING MEMORANDUM OF UNDERSTANDING
This memorandum of understanding shall serve to express the binding business
intent between CraftClick.com, Inc. ("CraftClick" or "Company"), a Utah
Corporation located at 432 Culver Blvd., Playa Del Rey, CA 90293, and Russell
T. Murray, ("RTM") of 932 11th Street, Manhattan Beach, CA 90266.
It is understood that RTM is willing and able to finance the continuing
business operations of CraftClick, and that CraftClick wishes to avail itself
of such financing.
Now, therefore, it be agreed that:
1. RTM COMMITMENTS:
A. RTM to provide a 2-year commitment to maintain an online arts and crafts
web site and ship customer orders, if applicable.
B. RTM to maintain CraftClick's public company status and filing
requirements for a minimum 2-year period.
C. RTM to satisfy the Company's ongoing obligations and maintain the
Company as a going concern for a minimum 2-year period.
2. COMPENSATION:
A. RTM to be issued 1,500,000 voting preferred shares* upon execution of
this Memorandum.
B. Upon the Company continuing to exist as a going concern for 6 months
from the date of this Memorandum, RTM will receive an additional
1,000,000 voting preferred shares*.
C. Upon the company continuing to exist as a going concern for 12 months
from the date of this Memorandum, RTM will receive an additional
1,000,000 voting preferred shares*.
D. Upon the company continuing to exist as a going concern for 18 months
from the date of this Memorandum, RTM will receive an additional
1,000,000 voting preferred shares*.
E. Upon the company continuing to exist as a going concern for 24 months
from the date of this Memorandum, RTM will receive an additional
1,000,000 voting preferred shares*.
F. If the Company should at any time be acquired by another corporation or
is the non-survivor of a merger, all unissued and unearned voting
preferred shares above will be issued upon the closing of such event.
* These shares are to carry 20 votes per share, and are convertible at any
time to Common Stock on a 1:1 basis.
3. OTHER MATTERS:
A. Upon execution of this Memorandum, RTM shall be appointed to Chairman of
CraftClick's Board of Directors, and as a voting director.
B. RTM shall also have sole discretionary power to appoint the Board of
Directors.
C. Current management will arrange for the removal of Peter Yollin, Edgar
Cayce, Leslie Linsley and Sanjay Sabnani from CraftClick's current Board
of Directors.
4. CRAFTCLICK REPRESENTATIONS:
A. CraftClick shall amend its Articles of Incorporation to create the
aforementioned voting preferred shares as a new class of shares.
B. The Board of Directors shall unanimously consent to the terms of this
Memorandum and authorize the issuance of stock envisioned herein.
5. TERMINATION:
A. This Memorandum, and all its terms, shall terminate upon a majority vote
of the then prevailing Board of Directors that RTM has failed his
commitments under 1 above.
B. This Memorandum, and all its terms, shall terminate upon RTM resigning
from CraftClick's Board of Directors.
C. Upon any termination of this Memorandum, RTM shall lose any and all
rights to any unissued and unearned stock per 2 above. Furthermore,
termination shall automatically cause all issued voting preferred stock
to convert to common stock, per the provisions of 2 above.
6. GOVERNING LAW:
This Agreement shall be governed by and construed according to the laws of the
State of Utah.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
September 14, 2000.
CraftClick.com, Inc.
By: /s/Sandy Seth /s/Russell T. Murray
Sandip Seth Russell T. Murray
President
