EXHIBIT INDEX
Exhibit
Page
(4.1) Letter agreement dated March 6, 2001, between BAC Consulting
Corporation and Key Card Communications, Inc.
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BAC CONSULTING CORPORATION
19900 MacArthur Boulevard
Suite 660
Irvine, California 92612
Telephone: (949) 851-9800
Facsimile: (949) 851-0159
March 6, 2001
Steve May, President
Key Card Communications, Inc.
5969 Cattleridge Blvd., Suite 200
Sarasota, FL 34232
Re: Acquisition of Fighton Succession Corporation
Gentlemen:
By this letter, we evidence the terms of the agreement pursuant to
which Key Card Communications, Inc. ("Purchaser") agrees to purchase the
majority of outstanding shares of common stock of Fighton Succession
Corporation, a California corporation (the "Company") from the Company's
majority shareholder, BAC Consulting Corporation ("Seller"). Our agreement is as
follows:
1. Purchase and Sale. Purchaser agrees to purchase and Seller agrees to
sell, substantially all of the outstanding shares of the Company, subject to the
terms and conditions of this agreement.
2. Purchase Price. The purchase price shall be in the form of cash and
stock as follows:
[Confidential Information Redacted]
3. Payment Terms. The purchase price shall be due and payable (each a
"Due Date") as follows: [Confidential Information Redacted]
4. Transfer of Stock. Notwithstanding paragraph 3 above, Purchaser
acknowledges that the transfer of stock as contemplated in paragraph 1 above
will not take place until BAC has received [Redacted] Payment. Despite BAC's
transfer of such stock, nothing contained herein shall relieve Purchaser from
paying the entire Cash Payment as set forth in paragraph 3 above.
5. Filing of 8-K. Upon the full execution of this letter agreement, BAC
agrees to prepare and file an 8-K related to the contemplated transaction.
6. Post-Filing Reports. Once the aforementioned 8-K has been filed,
Purchaser agrees that it shall be responsible, financially and otherwise, for
filing all periodic reports necessary for the Company (e.g., 10-Q, 10-K, etc.),
including the preparation of any necessary audits needed in association with
such reports.
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7. Condition of Company. Seller represents and warrants to Purchaser
that the Company is free and clear of all debts and encumbrances of any kind or
nature, is a reporting company in accordance with the Securities and Exchange
Act of 1934, as amended, as of the closing date, [Confidential Information
Redacted] and such other Key Card Communications reasonable representations and
warranties that may be required.
8. Closing Date. The closing date shall be the date not later than 5
days after the payment in full of any outstanding balance of the purchase price.
Unless extended in writing, the closing date shall occur on or before September
1, 2001.
9. Binding. This letter agreement constitutes a binding agreement on
the parties hereto, and may only be modified and amended in writing.
10. Due Diligence. Purchaser shall be entitled to conduct any and all
reasonable due diligence on the Company it so desires.
11. No Representation of Seller. Purchaser and Seller acknowledge that
certain of Seller's officers are principals in a law firm that has provided
legal services to Purchaser's predecessor. Purchaser acknowledges that purchaser
has been advised to obtain independent legal counsel in the purchase of the
Company and that neither Seller nor any officers of Seller or any related law
firms are providing any legal services to Purchaser prior to the closing date.
Purchaser acknowledges that Purchaser may engage a law firm with which certain
of Seller's officers are also affiliated to complete subsequent registration
statements, an 8-K concerning the merger of the Company or change of control of
the Company, and quarterly and annual reports as they may become due. The fees
for such services are not included in the purchase price and shall be billed and
paid in accordance with a separate agreement. Purchaser hereby acknowledges the
possible conflict of interest and waives any potential conflict by execution of
this agreement. If Seller's counsel so advises, Purchaser shall execute a
separate acknowledgment, waiver and consent in accordance with the terms of this
agreement.
12. Miscellaneous. Any disputes arising out of this matter will be
resolved exclusively in Orange County, California. The prevailing party shall be
entitled to recover its attorneys' fees and costs. Time is of the essence in all
matters concerning this agreement.
* * *
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If the foregoing accurately represents our agreement, please sign where
indicated below.
Very truly yours,
BAC CONSULTING CORPORATION
By: /s/ Patrick R. Boyd
--------------------------------
Patrick R. Boyd, Secretary
ACKNOWLEDGED AND AGREED TO
AS OF FEBRUARY ____, 2001 BY:
KEY CARD COMMUNICATIONS, INC.
By: /s/ Steve May
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Its: President
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