EXHIBIT 10.29
LETTER OF INTENT
----------------
Date: June 16, 1997
Place: Kunming, China
Companies US Company:
PRIMECALL, INC.
1520 Eastlake Ave East, Second Floor, Seattle, WA 98102
USA
China Companies:
NETLINK INTERNATIONAL INC.
No. 46 Sanlitun, Chaoyang District, Beijing 100027
Peoples Republic of China
KUNMING DAYU BIOLOGICAL ENGINEERING CO. LTD.
R406 4/th/ Floor A Building of Skycity Garden
257 Nanba Lu Rd of Double Dragon Bridge, Kunming,
650034
Peoples Republic of China
By and among the above listed companies:
This letter (the "Letter of Intent") confirms the tentative agreement of
Primecall, Inc. and China Companies to proceed to evaluate the proposed
transaction described below (the "Transaction"). This Letter of Intent
represents only our current good faith intention to proceed to evaluate the
Transaction, subject to a more complete review of a definitive agreement in a
form acceptable to both parties. It is not, and is not intended to be, a binding
agreement between us, and none of us shall have any liability to the other if we
fail to execute a definitive agreement for any reason. Statements below as to
what either party will do, or agrees to do, or the like, are so expressed for
convenience only, and are understood in all instances to be subject to our
mutual continued willingness to proceed with any transaction as our negotiations
take place.
1. Project and Market
------------------
Development of a four (4) year exclusive relationship in China where Primecall
grants to the above China Companies the right to market its International
Callback services and such right to be based on performance conditions to be
identified.
Construct parameters for future additions to the agreement to provide additional
communications services to the China market as identified in Netlink
International Inc's Business License description of scope of business. [See
attached business license registration no. 10002369-9(4-2)]
Primecall, Inc. to provide favorable rates to the cooperate relationship to
market International Callback services in China.
2. Cooperation of Joint Relationship
---------------------------------
Refine the organizational relationship between Primecall and China Companies to
perform the business in China. (See exhibit A)
Both parties agree that time is of the essence and shall proceed to research and
deliver information to each other on the legal structure of the cooperate
relationship, banking and payments, taxation and other relevant items to move
the relationship forward to a successful agreement.
3. Financial Relationship
----------------------
Develop a suitable financial relationship that encompasses:
(a) Securing customer deposits and payments via direct bank transfer
of funds.
(b) Securing payments from China companies to Primecall, Inc.
(c) Providing a one time payment requirement of US$500,000.00.
necessary to obtain approval through the National Ministry of Public
Security in order to sell communications services in China by the
cooperate relationship. A schedule of payments shall be worked out to
pay the deposit from profits of the new cooperate relationship.
(d) Primecall, Inc. must negotiate a satisfactory compensation for
the liaison and individuals or company that make the cooperate
relationship possible.
AGREED BY:
/s/ Alan Chin 6/16/97
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Alan Chin, Senior Vice President and Co-founder Date
PRIMECALL, INC.
/s/ Zhang Yu 17/6/97
- ------------------------------------------- --------------------
Zhang Yu, President Date
NETLINK INTERNATIONAL, INC.
/s/ Yuan Hua 6/16/97
- ------------------------------------------- --------------------
Yuan Hua, President Date
KUNMING DAYU BIOLOGICAL ENGINEERING CO., LTD.
EXHIBIT "A"
COOPERATE RELATIONSHIP
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[GRAPH APPEARS HERE]
---------------------- 100% ----------------------
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NEWCO NEWCO
(outside of China) 100% (inside of China)
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---------------------- ----------------------
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- ------ --------- ----------- ------ --------- ----------
DAYU NETLINK PRIMECALL DAYU NETLINK PRIMECALL
30% 30% 40% 30% 30% 40%
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