MORNINGSTAR INDUSTRIAL HOLDINGS CORP.
7251 West Lake Mead Boulevard, Suite 300
Las Vegas, Nevada 89128
April 6, 2006
Liverpoole, Inc.
High Street and Corn Alley
St. John, Antigua
Re: Acquisition of Liverpoole, Inc. by Morningstar Industrial Holdings
Corp.
Gentlemen:
This letter of intent (the "LOI") sets forth the agreement and
understanding as to the terms of the acquisition of Liverpoole, Inc., a
corporation organized and formed under the laws of Antigua, together with any
subsidiary corporations ("Liverpoole"), by Morningstar Industrial Holdings
Corp., a Nevada corporation ("Morningstar"), or a wholly owned subsidiary
thereof:
1. Acquisition. Morningstar will acquire 100% of the issued and outstanding
capital stock of Liverpoole. In consideration for such sale, Morningstar will
deliver 25,000,000 shares of Morningstar common stock (the "Shares"). The Shares
shall be delivered to the Liverpoole shareholders on the Closing Date.
2. Additional Conditions. The following additional parameters will be contained
in the merger agreement:
o The acquisition by Liverpoole of a 75% interest in various significant
assets of a privately owned corporation organized under the laws of
Antigua, which operates an online gaming business. Such assets include
the rights to URL's, customer lists, certain software and licenses, as
well as the rights to certain Internet domain names on or before April
28, 2006.
o Prior to the Closing Date, Liverpoole will not enter into any material
obligations or new compensatory arrangements without the consent of
Morningstar. Material obligations do not include expenses related to
the normal course of operations.
o The merger agreement and related documents (collectively, the
"Definitive Agreements") will contain representations, warranties,
covenants, including non-competition and confidentiality covenants,
conditions to close and indemnities usual to a transaction of this
nature.
3. Costs. Each party agrees to pay, without right of reimbursement from the
other party and regardless of whether or not the transaction is consummated, the
costs incurred by it in connection with this transaction, including legal fees
and other costs incidental to the negotiation of the terms of the transaction
and the preparation of related documentation. The cost associated with the audit
of Liverpoole and/or Telton will be funded by Morningstar as a post-transaction
expense.
4. Timeline. The confidentiality/standstill agreement is attached hereto. All
parties will use their best efforts to complete the transactions outlined above
as soon as practicable. It is expected that a merger agreement will be executed
and the transaction will close in no event later than April 28, 2006. Neither
party shall be obligated to consummate the transactions prior to the execution
of definitive agreements, unless the parties agree thereto in writing.
5. Conduct of Business. Each party hereto hereby agrees to conduct its business
in accordance with the ordinary, usual and normal course of business heretofore
conducted by it. Thus, there may be no material adverse changes in the business
of either company from the date hereof through the closing of this transaction.
6. Counterparts. This Letter of Intent may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Entire Agreement. This Letter of Intent constitutes the entire agreement of
the parties covering everything agreed upon or understood in this transaction.
There are no oral promises, conditions, representations, understandings,
interpretations or terms of any kind other than as set forth herein.
If the foregoing accurately reflects our discussions, please execute and
return to the undersigned one copy of this letter.
MORNINGSTAR INDUSTRIAL HOLDINGS CORP.
By: _____________________________________
Michelle Dobson
President
AGREED AND ACCEPTED
this ____ day of April, 2006
LIVERPOOLE, INC.
By: _______________________________
Name:
Title: