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EXHIBIT 10
LETTER OF INTENT BETWEEN
IPSL, INC. AND QUINTESSENCE OIL CORPORATION
Quintessence Oil Company a Wyoming corporation, hereinafter referred to
as "QTSN", the shareholders of IPSL, Inc. who collectively the "SHAREHOLDERS" of
IPSL, Inc. ("IPSL"), agree as follows:
ARTICLE 1. PROPOSED PLAN OF REORGANIZATION
PLAN TO BE ADOPTED
Section 1.01 The plan if adopted will be a Plan of Reorganization of
QTSN and IPSL, pursuant to the provisions of Section 368(a)(1)(B) of the
Internal Revenue Code of 1986, is adopted as follows:
(a) SHAREHOLDERS will transfer to QTSN one hundred percent (100%) of the
issued and outstanding shares of the common stock of IPSL as set forth in
Exhibit "A" attached hereto.
(b) In exchange for the shares transferred by SHAREHOLDERS, QTSN will
issue and cause to be delivered to SHAREHOLDERS 1,500,000 shares of common
stock, par value $0.00001, of QTSN.
CLOSING DATE
Section 1.02 Subject to the conditions precedent set forth herein, the
parties shall consummate the transaction and the plan of reorganization on or
prior to May 30, 1999, or at such other time as selected by QTSN but no later
than June 15, 1999 without the mutual consent of the parties hereto.
ARTICLE 2. WARRANTIES AND REPRESENTATIONS
OF QUINTESSENCE OIL, INC.
Section 2.01 QUINTESSENCE OIL is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Wyoming.
Section 2.02 QUINTESSENCE OIL will obtain the corporate power and
authority to enter into this Plan and Agreement of Reorganization.
Section 2.03 QUINTESSENCE OIL will have at least 1,500,000 shares of
common stock authorized but unissued as of the date of this transaction.
Section 2.04 There will be no liens, pledges, chattel mortgages, or
other encumbrances of any kind against the 1,500,000 shares of common stock to
be issued by QUINTESSENCE OIL pursuant to this transaction.
IPSL and QTSN, 4-03-99
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LETTER OF INTENT BETWEEN
IPSL, INC. AND QUINTESSENCE OIL CORPORATION
ARTICLE 3. THE FOLLOWING WARRANTIES AND REPRESENTATIONS OF IPSL INC. AND THE
SHAREHOLDERS OF IPSL INC. WILL BE MADE AS PART OF THE CLOSING.
Section 3.01 IPSL is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Nevada.
Section 3.02 IPSL has the corporate power and authority to enter into
this Plan and Agreement of Reorganization.
Section 3.03 By executing this Agreement and Plan of Reorganization,
IPSL is acting solely for its own behalf.
Section 3.04 SHAREHOLDERS are acquiring the 1,500,000 shares of common
stock of QUINTESSENCE OIL for their own behalf and not with a view to distribute
or transfer the shares to a third party.
(a) Seller will not, directly or indirectly, offer or sell,
transfer or otherwise dispose of all or any portion of the
Shares, or solicit any offer to buy, purchase or otherwise
acquire all or any portion of the Shares, after the Closing
Date, unless the Shares are duly registered under the Securities
Act of 1933, as amended (the "Act") and under applicable state
securities laws, or such proposed offer, sale, transfer or other
disposition of the Shares is exempt from the registration
requirements of the Act and applicable state securities laws.
(b) Certificates representing the Shares may bear a legend in
form and substance satisfactory to counsel for Buyer referring
to the investment commitment contained in this Agreement, that
the Shares have not been registered under the Act or any state
securities laws, and that no transfer of the Shares may be made
unless the Shares are registered under the Act or an exemption
from such registration is available.
(c) Seller will provide Buyer with all information relating to
Seller, including complete details as to their proposed
disposition of the Shares, required in connection with any
Registration Statement filed pursuant to this Agreement and any
amendments thereto or required by the Securities and Exchange
Commission.
IPSL and QTSN, 4-03-99
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LETTER OF INTENT BETWEEN
IPSL, INC. AND QUINTESSENCE OIL CORPORATION
Section 3.05 The assets of QUINTESSENCE OIL are sufficient to permit it
to purchase the IPSL shares in accordance with the terms of this Agreement;
Section 3.06 SHAREHOLDERS and IPSL will have had access to the extent it
deems necessary to the financial information of QUINTESSENCE OIL sufficient to
permit it to evaluate the business of QUINTESSENCE OIL and the merits and risks
associated with the purchase of the QUINTESSENCE OIL shares described herein;
ARTICLE 4. COVENANTS OF QUINTESSENCE OIL, INC.
Section 4.01 At the Closing, QUINTESSENCE OIL shall undertake to deliver
to IPSL certificates for the QUINTESSENCE OIL shares to be issued;
Section 4.02 From the date of execution of this Agreement, QUINTESSENCE
OIL shall take no action that would encumber or restrict the QUINTESSENCE OIL
shares to be issued;
Section 4.03 QUINTESSENCE OIL will file all disclosure documents
required by state and federal securities law upon the execution and consummation
of this Agreement.
ARTICLE 5. COVENANTS OF QUINTESSENCE OIL, INC.
Section 5.01 QUINTESSENCE OIL will assist IPSL in filing all disclosure
documents required by state and federal securities law upon the execution and
consummation of this Agreement.
ARTICLE 6. CONDUCT OF THE BUSINESS OF
QUINTESSENCE OIL INC. PENDING CLOSING
Section 6.01 (a) QUINTESSENCE OIL will afford SHAREHOLDERS and
accredited representatives, from the date hereof until consummation of the plan
of reorganization, full access during normal business hours to all books,
accounts, contracts, commitments, and records of every kind of QUINTESSENCE OIL
in order that SHAREHOLDERS may have full opportunity to investigate the affairs
of QUINTESSENCE OIL.
IPSL and QTSN, 4-03-99
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LETTER OF INTENT BETWEEN
IPSL, INC. AND QUINTESSENCE OIL CORPORATION
(b) SHAREHOLDERS will use any information so secured only
for his own purposes in connection with the consummation of the transaction
contemplated hereby and will not divulge the information to any persons not
entitled thereto.
ARTICLE 7. CONDUCT OF BUSINESS OF
IPSL PENDING CLOSING
Section 7.01 (a) SHAREHOLDERS will cause IPSL to afford the officers and
accredited representatives of QUINTESSENCE OIL, from the date hereof until
consummation of the plan of reorganization, full IPSL during normal business
hours to all books, accounts, contracts, commitments, and records of every kind
of IPSL in order that QUINTESSENCE OIL may have full opportunity to make such
investigation as it shall desire to make of, and to keep itself informed with
respect to, the affairs of IPSL.
(b) QUINTESSENCE OIL will use any information so secured
only for its own purposes in connection with the consummation of the transaction
contemplated hereby and will not divulge the information to any persons not
entitled thereto.
Section 7.02 SHAREHOLDERS will cause IPSL to carry on its business in
substantially the same manner as heretofore.
ARTICLE 10. CONSUMMATION OF TRANSACTION
Section 10.01 SHAREHOLDERS will deliver to QUINTESSENCE OIL, at the
closing, certificates representing one hundred percent (100%) of the issued and
outstanding shares of stock of IPSL. See Section 12 regarding irrevocable
requirement of the Shareholders of IPSL to close.
Section 10.02 QUINTESSENCE OIL shall deliver to SHAREHOLDERS, on the
closing date, certificates representing 1,500,000 shares of common stock of
QUINTESSENCE OIL.
Section 10.03 QUINTESSENCE OIL shall pay its own expenses, and
SHAREHOLDERS shall pay their own expenses and costs incident to the preparation
of this agreement and to the consummation of the plan of reorganization.
ARTICLE 11. INTERPRETATION AND ENFORCEMENT
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LETTER OF INTENT BETWEEN
IPSL, INC. AND QUINTESSENCE OIL CORPORATION
Section 11.01 Any notice or other communication required or permitted
hereunder shall be deemed to be properly given when deposited in the United
States mails for transmittal by certified or registered mail, postage prepaid.
Section 11.02 (a) Except as limited by the provisions of subsection (b)
of this Section, this Agreement shall be binding upon and inure to the benefit
of the respective successors and assigns of the parties, as well as to the
parties.
(b) Any assignment of this agreement or the rights
hereunder of any of the parties, without the written consent of the other
parties hereto, shall be void.
Section 11.03 This instrument and any exhibits hereto contain the entire
agreement between the parties with respect to the transaction contemplated
hereby. It may be executed in any number of counterparts, each of which shall be
deemed an original, but such counterparts together constitute only one and the
same instrument.
Section 11.04 The validity, interpretation, and performance of this
agreement shall be controlled by and construed under the laws of the State of
California.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of
the dates set forth below.
QUINTESSENCE OIL COMPANY:
By: ___________________________ Dated: ________________________
Raymond Wedel, President
IPSL, Inc.
By: ____________________________ Dated: _________________________
Michel Attias, President
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LETTER OF INTENT BETWEEN
IPSL, INC. AND QUINTESSENCE OIL CORPORATION
EXHIBIT "A"
SHAREHOLDERS OF IPSL, INC.:
Shares Owned: ______________________________
By: _________________________________ Dated:___________________
Shares Owned: ______________________________
By: _________________________________ Dated:___________________
Shares Owned: ______________________________
By: _________________________________ Dated:___________________
Shares Owned: ______________________________
By: _________________________________ Dated:___________________
Shares Owned: ______________________________
By: _________________________________ Dated:___________________
IPSL and QTSN, 4-03-99
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