Exhibit 99(j)
June 5, 1997
Mr. Dror Nahumi
MIBridge, Inc.
1 Main Street, Suite 510
Eatontown, New Jersey 07724
Re: Letter of Intent
Dear Mr. Nahumi:
This letter shall express and confirm the intent of MEDCROSS, INC. (to be
renamed I-Link Incorporated) ("I-Link"), MIBRIDGE, INC. ("MIBridge"), and DROR
NAHUMI ("Nahumi") regarding the proposed acquisition of MIBridge by I-Link (the
"Acquisition"). Other than the stand-still and confidentiality agreements set
forth in the next to last paragraph of this letter, this letter of itself shall
create no legally binding or enforceable agreement between the parties, but is
intended to create a framework within which the parties can work together in
good faith to bring about the Acquisition.
The parties shall negotiate in good faith to finalize a written agreement
(the "Agreement") of Acquisition. The Agreement shall include, in addition to
general terms and conditions that are standard and customary in such
transactions, the following terms and conditions:
1. I-Link shall acquire 100% of the issued and outstanding capital stock of
MIBridge from Nahumi and any MIBridge employees who shall own any MIBridge
shares (the "MIBridge Employees") in exchange for a purchase price consisting of
the following:
(a) A cash payment equal to $2,000,000 payable to Nahumi/MIBridge Employees
in equal quarterly installments over a period of three years;
(b) 1,000 shares of Series D Preferred Stock (the "Preferred Shares"). The
Preferred Shares shall be convertible at the option of Nahumi/MIBridge
Employees at any time during the nine months following the closing of the
Acquisition ("Closing") into such number of Common Shares (the "Conversion
Shares") as shall equal the sum of $6,250,000 divided by today's closing
bid price of the Company's publicly-traded shares (the "Conversion Price").
The Preferred Shares shall automatically convert on the nine-month
anniversary of the Closing, unless earlier converted by you. The
Mr. Dror Nahumi
June 5, 1997
Page 2
Preferred Shares shall be converted at the lower of (a) the Conversion
Price, or (b) the average closing bid price for the five trading days
immediately preceding the date of the Company received notice of conversion
from you, or the date of automatic conversion, whichever the case may be.
The Preferred Shares shall be entitled to receive dividends if and when
dividends are declared on the Common Shares, and in an amount proportionate
to the underlying Conversion Shares. The Conversion Shares shall carry
piggyback registration rights permitting the holder(s) to include the
Conversion Shares in any registration of securities with the U.S.
Securities and Exchange Commission that I-Link shall undertake after the
first anniversary of the Closing (excluding S-8 registration of employee
stock options). Conversion into Common Shares is subject to Medcross
shareholders increasing the authorized capital stock from 20,000,000 Common
Shares to 50,000,000 Common Shares at annual shareholders meeting scheduled
to take place in July 1997.
2. I-Link shall enter into an employment contract with Nahumi providing
terms, conditions and benefits similar to those provided for in employment
contracts existing with members of I-Link management, except that the Preferred
Shares provided for under Section 1(b) above shall take the place of the stock
option grant provided in other I-Link management employment agreements. Any
future employee stock option grants to you or MIBridge employees shall be at the
discretion of the Company's board of directors. Nahumi shall be appointed to
manage the operations of MIBridge under the direction of I-Link, and shall
devote his full-time to the operations of MIBridge. Nahumi shall have a title at
least equal to the most senior executives reporting directly to the President of
the Company. Nahumi's annual salary shall be at least $100,000. The employment
contract shall contain standard confidentiality, non-competition and assignment
of invention provisions similar to those contained in other I-Link employment
contracts.
3. Until such time as the cash payment provided for in Section 1(a) above
is paid in full, Nahumi shall have a perfected security interest in the MIBridge
shares and/or assets.
4. There shall be no brokerage or finder fees payable to any party
resulting from the Acquisition.
For a period of thirty (30) days from the date of this letter, MIBridge and
Nahumi shall not engage in discussions or negotiations with other parties for
the acquisition of any portion of MIBridge or its assets without the consent of
I-Link, which consent shall not be unreasonably withheld. The parties agree to
keep both the existence and terms of this Letter of Intent confidential, and not
to make any public announcement of the same without the prior written consent of
the other; provided, however, the parties acknowledge that it is their intent to
make a public announcement of this Letter of Intent as soon as is practicable.
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Mr. Dror Nahumi
June 5, 1997
Page 3
We look forward to working together to accomplish the Acquisition and
greatly enhancing the values of our two companies. If you are in agreement with
the provisions of this Letter of Intent, please sign where indicated below.
Sincerely,
MEDCROSS, INC.
By: /s/ John W. Edwards
--------------------------
John W. Edwards, President
MIBRIDGE, INC.
By: /s/ Dror Nahumi
--------------------------
Dror Nahumi, President
/s/ Dror Nahumi
--------------------------
Dror Nahumi
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