Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
ABCI: Even though they got the "E" today, this shell filed yesterday and the law firm running it upped the authorized and issued to 100 million and now they own 51% in restricted shares for the work they've done.
ABCI: Even though they got the "E" today, this shell filed yesterday and the law firm running it upped the authorized and issued to 100 million and now they own 51% in restricted shares for the work they've done.
Yes, I am. That's a gorgeous shot.
FYI: ABCIE does get the "E" even though they filed AH yesterday.
Wow, Billy, thanks for that picture!
IMO the Cybertel symbol and name change are positives. Should stop the Berlin Exchange trades. CYTL is aware of the listing on the Berlin Exchange and did not approve it. According to the company, "we do not want to be traded offshore". There was very interesting action in the last 20 minutes of trading yesterday.
How does the chart look to you, Billy?
CYTL: The Cybertel website has been updated to include the following quote under the Shareholder Meeting area. This is the first time Cybertel has mentioned taking BigVault public.
"The President then discussed bigVault. He stated that Cybertel had made an investment in bigVault and that he anticipated that Cybertel would be pleased by its return on investment in bigVault. Cybertel also planned to distribute bigVault shares after the company became public."
CYTL: Cybertel (old symbol CYTP) ut'd from .0015 to .0018 and traded almost 10 million shares in the last 20 minutes of trading on no news and no SEC filing.
ABCI 10QSB: The law firm that took charge of this shell a year ago upped the authorized and issued shares last month to 100 million and paid themselves 51 million restricted shares for payment of services. Hmm. Tells me they have plans for ABCI for some kind of reverse merger.
ABCI 10QSB: The law firm that took charge of this shell a year ago has upped the authorized and issued shares to 100 million and paid themselves 51 million restricted shares for payment of services. Hmm. Tells me they have plans for ABCI for some kind of reverse merger. How does the chart look, Billy?
ARES: UTing. Catching some volume.
LRCM: Getting a sharp volume spike.
CYPT: Amended 8-K, relating to Core Energy, filed with SEC this afternoon.
http://www.sec.gov/Archives/edgar/data/1036148/000101041204000215/ka10305.txt
SBYI: It's only relevant from December on. That's when Mangiarelli and Schmidt (CYTP CEO and CFO) bought it.
Billy, if you like CYTP, take a good look at SBYI. It's the shell I think CYTP will be using. It's loaded with CYTP people and the Shareholder Meeting isn't until the end of June. It doesn't qualify as a Channeling stock and the current volume is thin, but I'd be interested to hear what you think.
billy, I think you're holding CYTP and I wanted to make sure you saw this: http://www.investorshub.com/boards/read_msg.asp?message_id=3113559
CYTP Shareholder Meeting: http://www.investorshub.com/boards/read_msg.asp?message_id=3113559
CYTP: Great Shareholder Meeting post from RB.
http://ragingbull.lycos.com/mboard/boards.cgi?board=CYTP&read=42180
By: wwintl
18 May 2004, 02:01 PM EDT
Msg. 42180 of 42202
Jump to msg. #
Shareholder Meeting...
I have been an observer of the board for quite a while and rarely post however I WAS in attendance at the shareholder meeting. For any at the company who may or may not read these posts, thank you for taking the time to answer many questions and offering insight. It can be very frustrating at times to watch this board and see the flow of misinformation and conjecture by some however I can asure you that any questions you may have, the "Colonel" will be happy to answer if you are interested in more than just a day trade and willing to call. Basically at the meeting, the company officially started in its new direction by passing all the items in the proxy. It is taking a new direction as Cybertel Capital Corp. by making acquisitions in already breakeven or profitable companies with the intention of spinning off shares in these companies to create shareholder value. While Cybertel's first attempts at this were false starts with UBC and Food and Beverage, they have learned from mistakes, and seem to have have gotten off to a better start with co's like Core Energy under the new plan. This is the first example of what they will be doing from here on out. 10 million shares and 300,000 and thay own controlling interest. Core is producing over 100 barrels a day and with the new production techniques, this should increase to 200 and instead of the estimate used of $24 a barrel, it is now worth $40+. Cybertel gets thir initial investment back, takes Core public, gets 51% of shares and spins some off to us. Difference now vs. the past is these are clean companies and Cybertel can control what happens..not like with UBC or F & B. Cybertel then moves on and makes another acquisition and continues to receive share of the 1-2 million in annual income from the oil acquisition as well. They use marketing agreements in place to help with the telecom subsidiary and The Giving Card. Look for Giving Card to go public in next few months and spinoff of shares. This venture will be larger than expected. Hopes are for $5-$10 a share once fully executed and up on Amex or Nasdaq. Shell merger first and soon. The company is attempting to communicate this new business plan through the latest press releases about Core and the Giving Card. The SEC has delayed efforts and patience here is needed . They are on a very positive track and you will see results very soon. Look for confirmation of the company's new business plan in SEC filings very soon as a Business Development Co. They are changing to a 1940 Act Public Co. which will make them like a closed end mutual fund instead of under current 1934Act Co. Many questions about the past were answered and as stated before, they are taking a fresh start now with this new model. Further confirmation will be seen in filings for Big Vault, as well as possible PR's about large employee unions to approach with new marketing strategies. When you see these PR's and SEC filings in the near future, each one will be a verification of execution on the new business model, not fluff as many believe. Again ..to sum up here..there WAS a meeting..it WAS very positive, and while you may be diasappointed because there was no bombshell PR at 10:15 this morning to day trade off of, the future of this company has never looked better, and I have been watching here for 4 years ..when this used to be $20.00 a share. See you all next year Best of luck
(Voluntary Disclosure: ST Rating- Buy; LT Rating- Buy)
WLDI: Problem is, they never seem to PR their revenue. The Annual filing was good also compared to last year and they never said a word about it.
WLDI: 10-Q shows revenue up 280% compared to same quarter last year.
CYTP: The R/S won't be "defeated". The option for a R/S in the future will be passed along with the ability to authorize a total of 10 billion shares. That doesn't mean they'll enact either plan, but most likely they'll issue more shares rather than do any R/S.
CYTP: The R/S is way down the road. Increasing the authorized share count to 10 billion is much more relevant. The pps is going to soar or tank Monday, (take your pick!) depending upon whether they have a news blast that can override the negatives from the further pending dilution. The meeting is at 7:30 am Vegas time.
PVSS: With the Shareholder meeting obviously postponed, this could be a nice play in the next few weeks. No Definitive Proxy yet, so the timeline for merging with Phantom Fiber is stretching into June. But look, the Phantom website is preparing for the merger: http://www.phantomfiber.com/investors.html
The construction and cops in Ohio will probably slow me down! And I haven't packed my lunch yet.
CYTP: Thanks b_a/t_beach. Of note, CYTP shareholder meeting is at 7:30 Vegas time tomorrow morning. Anyone know how long they have to wait to put newly authorized shares into play?
CYTP: Core Energy going public? They sure do spell out the terms if that should happen. http://www.investorshub.com/boards/read_msg.asp?message_id=3091410
Billy, is the ABCI chart of any interest? The 10 million S-8 should be complete.
CYTP 10-Q: Billy, BigVault Inc, the entity ruled by the CYTP CEO and CFO is an "affiliate" of the daddy BigVault. The 10-Q is the first time this was spelled out. Of more significance IMO is the potential of Core Energy. I posted this on the CYTP board. http://www.investorshub.com/boards/read_msg.asp?message_id=3091410
Also of interest is the fact that there is NO mention of The Giving Card (unless I missed it) in CYTP's 10-Q.
CYPT 10-Q: There's some interesting stuff included. For example, Core Energy. They acquired interest in Core on March 5th and showed $38,000 in revenue from March 5th to March 31. Farther down in the 10-Q, they illustrate what their revenue would have been if Core had been acquired January 1st and included for the whole quarter. Since CYTP's stated revenue for the quarter is $170,174 and the pro forma income is $329,778, we now know that Core Energy would have generated a total of $197,462 of revenue for CYTP during the quarter ($170,174 + $37,858). Pretty impressive. And from the opening paragraphs, it seems apparent that there may be plans to take Core Energy public:
NOTE 4 BUSINESS ACQUISITION
On March 5, 2004, Cybertel acquired a 51% ownership interest in Core Energy,
LLC, a privately held oil & gas company for 10,000,000 shares of Cybertel's
common stock, Cybertel agreed to fund Core up to $300,000, and paid $100,000
of that at closing. In the event of a public offering by Core or a merger or
acquisition by Core with a publicly-traded company, the other Core members
will have the right to re-acquire additional membership interests such that
they collectively have a 75% membership interest in Core. In such an event,
the purchase price will be $384.62 for each 1% interest so re-acquired.
However, in no event is the Cybertel's interest in Core to fall below 25%.
The following are condensed statements of income for the three month periods
ended March 31, 2004 compared to the pro forma results of operations for
Cybertel and Core, as though the acquisition had occurred on January 1, 2003.
Other historical financial statements will be included in Cybertel's report on
Form 8-K/A when filed.
... .... ........... Three Months Ended March 31
........................... 2004 ............ 2003
Revenues ..... $ 329,778 ..... $ 342,107
Net Loss ...... $(747,139)..... $(815,701)
Loss per share-basic
and diluted ........ $ (.01) ..... $ (.02)
CYTP: Filed a 10-Q at 11:50.
Thanks, bb_stock. I have one more proxy question. PVSS has a shareholder meeting set for next Thursday (21st). They've filed a Preliminary Proxy, but not a Definitive. Is there a time constraint that could come into play here?
For most of the afternoon, sales were at the ask. A 300 share sell dropped the pps from .0015 to .0013, but they couldn't shake many holders out. There were two 5000K sells that I also saw. I may be wrong, but I'm expecting the lid to blow off of it today. The 10-K has to be due, also, and that should have more details than we're getting from the PR's.
Anyone know if CYTP meeting Monday can happen since they haven't sent Proxys to shareholders?
Billy, thanks for all the charts you post. They're a great quick reference guide to confirm or rebut my trading decisions!
CYTP ready for a big move. They've been playing with it all morning.
EZ, if you have time could you peruse my SBYI post on BB's Pennyhaven? Sure would appreciate your input.
SBYI: I sure could use some help figuring out what's going on with this shell. It's loaded with principals from CYTP. They filed a Proxy Thursday stating their intention to merge with Charys Holding Corporation, a new entity that seems to have been created for this very purpose. Friday they turned around and issued a Revised Proxy. The difference between the two is a Schedule F, which I enclose below. SBYI previously mentioned the possibility of acquiring Joe Carter & Co, but this is the first peek at the details. The available float is less than 30 million and will remain so until the Stockholder Meeting scheduled for late June. Then they plan a 1 for 10 R/S, but here's the interesting part. Twice, including once in the details for the Carter deal below, they reference the post split pps as in the $4.00 range. And while all this is going on, BigVault has been bouncing like a ping pong ball between CYTP and SBYI.
Here's the Schedule F from the Revised Proxy:
8
<PAGE>
ATTACHMENT F
TERMS OF THE ACQUISITION OF PERSONNEL RESOURCES OF GEORGIA, INC. AND JF CARTER
AND COMPANY, INC.
<PAGE>
SPIDER BOY INTERNATIONAL INC
2820 LA MIRADA DRIVE
SUITE H VISTA CALIFORNIA 92083
Date: December 12, 2003
Joe F. Carter
J. F. Carter & Co. Inc. Construction Company
1600 Gold Hill Road East
Mt. Pleasant NC 28124
Dear Mr. Carter
Spider Boy International Inc., a Minnesota corporation ("Buyer or "SPI") is
pleased to provide you with this letter of intent, which is non-binding except
as specifically, provided in the paragraphs entitled "Exclusivity", "Purchase
Investigation", and "Confidentiality". This letter of intent outlines terms
under which SPI would be interested in entering into an agreement with you to
acquire certain assets and or business relationships as more particularly
described below (the "Transaction").
SUMMARY OF TERMS:
1. PARTIES: Buyer is a Minnesota corporation located at 2820 La Mirada Drive,
Suite H Vista, CA 92083 ("Buyer"). Seller: Joe F. Carter is an individual who
resides at the address set forth above ("Seller"), and J. F. Carter & Co.
Construction, Inc. is an S corporation existing under the laws of the State of
North Carolina as to its assets described herein.
2. PURPOSE: Buyer is interested in acquiring certain assets of Seller consisting
generally of a) a parcel of real property located in Stanley County, in the
state of North Carolina which is used for the mining of Carolina slate, white
sand and bedrock which have been approved for use in highway construction by the
South Carolina and North Carolina Departments of Transportation (the "Mining
Parcel"), b) the minerals contained on the Mining Parcel and all other minerals
and subsurface interests pertaining thereto, c) various other assets such as
contracts and equipment related to the operation of the foregoing, and d)
certain assets and contracts of J.F. Carter & Co. Construction, Inc. All of the
foregoing assets are hereinafter collectively referred to as the "Seller
Assets".
3. MINING PARCEL. Seller will sell to Buyer the Mining Parcel the legal
description of which is more particularly described in Schedule 3.0. The Land,
Improvements, Mineral and Appurtenant Rights (collectively the "Appurtenant
Rights"), Personal Property, Leases, Contracts and Licenses and other property
described herein are collectively referred to herein as the "Property." Schedule
3.0 (collectively, the "Mining Parcel Schedule") shall contain a description of
the following as to each parcel of:
a) all rights of way, tenements, hereditaments, easements, interests, minerals
and mineral rights, water and water rights, utility capacity and appurtenances,
if any, in any way belonging or appertaining to the Land and the Improvements,
all adjoining streets, alleys, roads, curbs, curb cuts, sidewalks, landscaping,
signage, sewers and public ways (collectively, the "Appurtenant Rights"); and
b) all equipment and fixtures owned by Seller attached to the Improvements and
located at and used in connection with the ownership, operation and maintenance
of the Land or the Improvements, including without limitation i) all heating,
lighting, air conditioning, ventilating, plumbing, electrical or other
<PAGE>
mechanical equipment and the personal property listed in Exhibit B of Schedule
3.0 attached hereto (collectively, the "Personal Property"); and
c) all leases, tenancies and rental or occupancy agreements granting possessory
rights in, on or covering the Land or Improvements, together with all
modifications, extensions, amendments and guarantees thereof set forth in
Exhibit C of Schedule 3.0 attached hereto, together with such other leases of
the Improvements as may be made prior to Closing in accordance with the terms of
this Agreement (collectively, the "Leases"); and
d) all contracts, agreements, guarantees, warranties and indemnities, if any,
affecting the ownership, operation, management and maintenance of the Land,
Improvements, Appurtenant Rights, Personal Property and Leases, including
without limitation those items listed in Exhibit D of Schedule 3.0 attached
hereto (collectively, the "Contracts"); and
e) all plans, drawings, specifications, blueprints, appraisals and surveys
relating in any way to the Land, Improvements, Appurtenant Rights, Personal
Property, Leases or Contracts, and licenses, franchises, occupancy and use
certificates, permits, authorizations, consents, variances, waivers, approvals
and the like from any governmental or quasi-governmental entity or
instrumentality affecting the ownership, operation or maintenance of the Land or
the Improvements, including without limitation the items listed in Exhibit E of
Schedule 3.0 attached hereto (collectively, the "Licenses").
f) other assets listed in Exhibit F relating to the contracting business of J.
F. Carter & Co. Construction Company, Inc.
4. LIABILITIES. Buyer will assume only certain liabilities and obligations of
Seller relating to the assets, mentioned above not specifically assumed by
Buyer, and which are described in Schedule 4. All other liabilities and
obligations of Seller, including accounts payable, accrued wages, and tax
liabilities, shall remain the sole obligation of the Seller.
5. PURCHASE PRICE AND INCENTIVE COMPENSATION. The total purchase price for the
Sellers Assets is ---- -------TBD-----Dollars $(________) (the "Purchase
Price") payable as follows [ it being understood that use of proceeds will be to
first pay off any liens on the Mining Parcel which as of the date hereof include
a first mortgage in the approximate principal amount of $500,000.00 and a junior
lien in foreclosure in the approximate principal amount of $260,000.00 plus
attorney's fees and court costs]:
5.1 Fifty Percent (50%) of the Purchase Price is to be paid at Closing in the
form of a corporate note of Buyer secured by the shares of the Corporation
bearing interest at the rate of 6% per annum, payable interest only the
first 6 months, principal and interest thereafter based upon a 2 year
amortization (the "NOTE BALANCE"). Proceeds from any financing of which the
Seller's Assets are used as collateral shall be paid toward the Note
Balance.
5.2 The balance of the Purchase Price is to be paid in shares of common stock
of Buyer (the "STOCK BALANCE") as follows: a) at Closing of the
Transaction, Fifty Percent (50%) of the Purchase Price shall be paid in
shares of stock of Buyer being initially valued at $4.00 per share and
adjusted as determined in the Sections 5.3 and 5.4. Market Price is defined
in section 3.9.
5.3 If the average weighted sale price for the Buyer's Common Stock for any 3
trading days for the period commencing upon the closing of the Transaction
and ending 6 months thereafter is equal to or greater than $4.10, then the
Stock Balance shall not be adjusted and the Purchase Price shall be deemed
to have been paid in full. If the average weighed sale price for the
foregoing period is not equal to or greater than $4.10 then the calculation
in section 3.7 shall apply.
2
<PAGE>
5.4 If the average weighted sale price for the Buyer's Common Stock is not
equal to or greater than $4.10 per section 5.3, then the average price for
the Buyer's Common Stock over the 25 trading days after the filing of the
Buyer's Form 10-Q for the second full reporting quarter after the Closing
of the Transaction, and the average price for the Buyer's Common Stock over
the 25 days prior to the end of the second fiscal quarter of Buyer will be
equally weighted, and the average will be the amount used for the make
whole calculation (the end of the foregoing period is the "Determination
Date" and the difference between the amount so determined and $4.00, if
any, multiplied by the number of shares initially issued in the Stock
Balance is the "Make Whole Amount"). [For example if Buyer's second 10-Q is
filed on August 15, take the average price of the 25 days prior to the
filing and the 25 days prior to July 1st and average the two. Example 3.75
and 4.10=7.40/2=3.70 and the Make Whole Amount would pay either .30 per
share in cash (or note) or stock at the company's option.]
5.5 Buyer shall pay the Make Whole Amount either by [a] issuance to Seller of
such number of shares of Common Stock of Buyer determined by dividing the
Make Whole Amount by the Market Price on the Determination date set forth
in Section 3.7 or adding the Make Whole Amount to the Note Balance or
[c] payment in cash.
5.6 "Market Price" shall be determined on the basis of the weighted average
sale price of the Buyer's Common Stock on the principal stock exchange, or
the National Association of Securities Dealers' Automated Quotation
National Market System ("NASDAQ/NMS"), as the case may be, on which such
Common Stock is then listed or admitted to trading, (ii) if the Common
Stock is not then listed or admitted to trading on any stock exchange or
the NASDAQ/NMS, as the case may be, the average of the last reported
closing bid and asked prices on such day in the over-the-counter market, as
furnished by the NASDAQ system or the National Quotation Bureau, Inc.,
(iii) if neither NASDAQ, or the National Quotation Bureau is at the time
engaged in the business of reporting such prices, then as furnished by any
similar firm then engaged in such business, or (iv) if there is no such
firm, as furnished by any member of the National Association of Securities
Dealers ("NASD") selected by the Buyer, with the consent of the Buyer
(which consent shall not be unreasonably refused or delayed), and which is
not an Affiliate of the Buyer.
5.7 Incentive Compensation: For so long as no event of termination has occurred
under the Management Retention Agreement to be agreed between the parties
then the following amounts shall be Management Retention Bonus amounts
under the Management Retention Agreement:
5.8 Up to an amount of $250,000.00 of net annual earnings from operation of the
Mining Parcel and the Joe F. Carter & Co. Inc Construction Company assets
payable within 90 days after the end of each fiscal year for ----TBD------
years after the closing of the Transaction.
5.9 Four Percent (4%) of annual revenues from sale of white sand and aggregate
from the Mining Parcel payable within 90 days after the end of the fiscal
year provided however that 50% of the amounts in this section may be paid
based upon un-audited financial statements approved by Buyer.
5.10 Any payments under subsection 5.8 and 5.9 shall be reduced by the amount,
if any, by which such payments would render net profits of the assets
acquired hereunder below 4% of sales.
5.11 As to the net profits of the Mining Parcels in excess of 10% of sales
reduced the payments to be made under Section 5.8 and 5.9, a bonus plan
will be established by which all profits in excess of 10% of sales shall
become eligible for a bonus program to be administered by Seller and
distribution to Seller and designated employees of the operational
management team.
3
<PAGE>
5.12 If the Mining Parcel is sold within 24 months of Closing by Buyer then the
Seller will be entitled to 50% of the realized profit on the sale. For the
purpose of determining profit on the sale, the cost basis of the Mining
Parcel shall be the Purchase Price in the final Transaction documents plus
any improvements.
5.13 Registration Rights. If, at any time, during the ten-year period commencing
from the date of the execution of the definitive Transaction documents, the
Company shall file a registration statement (other than a registration
statement on Form S-4, Form S-8, or any other form which does not include
substantially the same information covering the sale of Registrable
Securities (as hereinafter defined) with the Securities Exchange Commission
(the "Commission") while any Registrable Securities are outstanding, the
Company shall give the Seller at least 30 days' prior written notice of the
filing of such registration statement. If requested by the Seller in
writing within 20 days after receipt of any such notice, the Company shall,
at the Company's sole expense (other than the fees and disbursements of
counsel for the Seller, and the underwriting discounts, if any, payable in
respect of the Registrable Securities sold by the Seller), register all or,
at Seller's option, any portion of the Registrable Securities concurrently
with the registration of such other securities, all to the extent requisite
to permit the public offering and sale of the Registrable Securities
through the facilities of all appropriate securities exchanges, if any, on
which the Company's Common Stock is being sold or on the over-the-counter
market, and will use its best efforts through its officers, directors,
auditors, and counsel to cause such registration statement to become
effective as promptly as practicable. Notwithstanding the foregoing, if
such offering is underwritten and if the managing underwriter of any such
offering shall advise the Company in writing that, in its opinion, the
distribution of all or a portion of the Registrable Securities requested to
be included in the registration concurrently with the securities being
registered by the Company would materially adversely affect the
distribution of such securities by the Company for its own account, then
Seller shall delay the offering and sale of the Registrable Securities (or
the portions thereof so designated by such managing underwriter) for such
period. As used herein, "Registrable Securities" shall mean the shares of
Common Stock acquired by the Seller pursuant to the Transaction described
herein which have not been previously sold pursuant to a registration
statement or Rule 144 promulgated under the Securities Act.
6. CLOSING. The closing will occur on or before January 12, 2004 (the "Closing
Date"). Due to the complexity of the business relationships and technology
applications, Buyer believes that in order to complete the appropriate business
evaluations, including contractual review and due diligence it will require
approximately Thirty (30) days or until January 15th, 2004, whichever occurs
last to determine whether to enter into a definitive agreement, (the "Due
Diligence Period").
7. EXCLUSIVITY. In consideration of the considerable time and expense to be
incurred by Buyer in due diligence, together with a payment of One Dollar
($1.00) upon the execution and delivery of this letter of intent by the Buyer
and the Seller, said payment shall evidence the agreement of the parties that
the Seller is to conduct exclusive negotiations and discussions with the Buyer
pertaining to the acquisition by Buyer, and the sale by Seller, of the Seller
Assets on the terms here in set forth and Buyer agrees not to sell the Seller
Assets to any other party during Due Diligence Period. The Buyer and the Seller
expressly acknowledge and confirm that the Buyer and Seller are relying on this
covenant by spending time, effort and money to prepare and negotiate a
definitive agreement, and that the Buyer is relying on this covenant to conduct
its purchase investigation. Upon Closing, the payment referred to in this
section shall be applied to the Purchase Price.
8. PURCHASE INVESTIGATION. Upon execution of this letter of intent, the Seller
will make available to the Buyer and Buyer's representatives, and give them
access to inspect, the physical properties and the books, records, clients and
employees and all other information of the Seller pertaining to the Assets and
operations of its business. In that regard, the Seller will provide the Buyer
with copies of agreements,
4
<PAGE>
accounting statements and records, employee benefit plans and other records
pertaining to its business, whether or not material.
9. CONDUCT OF BUSINESS. During the term of this letter of intent, Seller
will use its best efforts to conduct its business in a reasonable and prudent
manner in accordance with past practices; will engage in no transaction outside
of the ordinary course of business; will enter into no agreement or transaction
extending beyond the Closing Date; will use its best efforts to preserve its
existing business organization and relations with its employees, customers,
suppliers, and others with whom it has a business relationship; will not dispose
of any of the assets, except such as rare retired and replaced in the ordinary
course of business; will conduct its business in compliance with all applicable
laws and regulations; will not make any distributions and will not pay any
bonuses or make any salary or wage increases.
10. PERSONNEL. Except as set forth herein, Buyer shall not be obligated to offer
employment to Joe F. Carter or to any employees of Joe F. Carter & Co. Inc.
Construction Company, and Buyer shall have no obligation to maintain any
employee's status (including terms and conditions of employment) after closing
and nothing contained herein shall be deemed to create third-party beneficiary
rights of any nature whatsoever on behalf of the Seller employees. Buyer will
review the Seller employee benefits package, but is not obligated to adopt all
or a portion of any program. The Buyer shall enter into Employment Agreement
with Joe F. Carter in a form to be approved by the parties and which together
with provisions customary in such agreements shall contain provisions providing
for Joe F. Carter to be paid at his current salary level with the other terms to
be negotiated.
11. LICENSES. It shall be a condition to the Buyer's obligation to purchase the
Assets that Buyer be provided, on the same basis upon which the Seller presently
enjoys, all rights to use all licenses necessary to conduct the business of the
Seller as the same is now conducted including but not limited to the assignment
to Buyer of all such patents, licenses, rights, etc. Any royalty income payable
to the Seller after Closing shall become the property of Buyer. Buyer agrees to
assume all such licenses and other agreements under which the Seller enjoys the
right to use technology.
12. GOVERNMENT PERMITS. It shall be a condition of the Buyer's obligation to
purchase the Assets that all permits and licenses necessary to the operation of
the Mining Parcel and all of Seller's Assets be assigned to the Buyer. The
Seller will use its reasonable efforts to cause - such permits and licenses to
be assigned to the Buyer on the same terms and conditions on which they are
issued and Buyer agrees to assume such permits and licenses.
13. OTHER AGREEMENTS. The Seller has numerous other agreements and leases on
computers, office equipment, etc. indigenous to the normal operation of its
business. Buyer agrees that it will assume all such agreements and leases which
are in fact indigenous to the normal operation of the business provided the same
are on reasonable commercial terms, as determined by Buyer.
14. CONFIDENTIALITY. The Buyer and Seller agree that the due diligence will be
subject to that certain Non-Disclosure Agreement between Buyer and Seller.
Additionally, each party will not, without the consent of the other, disclose
the provisions contained herein to any third parties (other than any attorneys,
accountants and consultants they may have retained to represent them in
connection with the transactions described herein). The Seller agrees not to
solicit any offers for the purchase of the Assets or to negotiate with any party
with respect to the Assets during the Due Diligence Period and to use best
efforts to negotiate the terms of the definitive transaction documents for the
sale of the Seller Assets to Buyer on the terms herein set forth. The Seller
also agrees not to disclose the terms and conditions of this letter of intent to
its employees and to use reasonable efforts to insure that its employees do not
solicit any offers to purchase the Assets. There will be no announcement,
either publicly or internally, of this letter of intent unless the Buyer and the
Seller agree as to the wording, timing and forums for any announcement.
5
<PAGE>
15. DEFINITIVE AGREEMENT. The transaction contemplated hereby is subject to the
execution of a definitive agreement, which may include but is not limited to the
terms and conditions set forth above, acceptable in form and substance to each
party and each parties' legal counsel and except as specifically provided for in
the introductory paragraph of this letter of intent, neither party shall have
any obligation hereunder unless and until such a definitive agreement is
executed and delivered by the parties. It is contemplated that the definitive
agreement will contain warranties by the Seller, including (a) warranties
relating to the organization and good standing of Seller; (b) warranties as to
the accuracy of the financial information and statements of Seller provided to
Buyer; (c) warranties against litigation or liabilities, including tax
liabilities for prior years, other than those disclosed to Buyer; (d) warranties
that all contracts, leases or other agreements of Seller, material or otherwise,
have been disclosed; (e) warranties that Seller has good title to the Assets,
unencumbered by any liens not listed in the agreement; (f) warranties that no
brokerage commissions will be due as a result of the transaction; (g) warranties
that the operation of the Assets will be in full compliance with all applicable
federal, state and local laws, rules and regulations.
16. EXPENSES: The Buyer and the Seller will each bear their own expenses in this
transaction (including any finders' fees or fees of investment bankers or other
financial advisers).
17. BOARD APPROVAL. Approval: Execution of a definitive agreement shall be
subject to the approval by and at the discretion of the Board of Directors of
each Party as applicable.
Joe F. Carter
CYTP:No more authorized shares to dump into a run until after the Shareholders Meeting.
CYTP might not fold this time so easily. SBYI filed a proxy last night and the merged company is loaded with CYTP officers. And BigVault is bouncing like a tennis ball between the two companies. Stay tuned.