March 9, 2000
Mr. Mark Wheeler
Sky E-Com Corporation
17300 17th Street Suite J-117
Tustin, CA 92680
RE: Letter of Intent
Dear Mark:
1. This letter sets forth the present intention of Sky E-Com Corporation
("Client"), their transportation partner ("Customer") and BuyNow Inc.
("BuyNow") to negotiate in good faith a proposed agreement (the "Service
Agreement") under which BuyNow would perform services related to Client's
desire to perform electronic commerce and fulfill Customer orders via
Client's tablet technology. The parties will use reasonable efforts to sign
the Definitive Agreement by May 30, 2000. After that date, either party
may, in its sole discretion, for any reason whatsoever, terminate
negotiations by giving written notice to the other party. If negotiations
are terminated by either party, it shall be without liability to the other.
2. Until such time that the Service Agreement is signed by both parties or
negotiations have been terminated in accordance with section 1, Client will
not discuss or solicit a similar agreement with any other electronic
commerce service providers.
3. Regarding confidentiality, Client and BuyNow shall hold in confidence and
shall not disclose or use any non-public information of a confidential
nature which they receive or obtain in connection herewith.
4. Except for the agreement to negotiate in good faith and the agreements set
forth in sections 2, 3, 4, and 5 herein, this letter constitutes only a
non-binding statement of the parties' present intentions. Except as set
forth herein, neither this letter, nor any prior dealings, discussions or
communications between the parties, shall be construed as evidence of any
form of offer, acceptance or binding contract. Unless and until the parties
execute the Service Agreement, neither party shall have any contractual or
other binding obligation to the other, except as set forth herein.
5. As to the binding portions of this agreement, this letter sets forth the
entire agreement of the parties, superceding all prior oral or written
agreements, understandings, representations, and courses of conduct between
the parties on the subject matter hereof. The provisions of this letter may
not be amended, waived or modified except in a writing signed by both
parties. The validity, interpretation, enforceability and performance of
this letter shall be governed by and construed in accordance with the laws
of the State of California, without reference to its conflicts of law
rules.
Please confirm that the foregoing is acceptable to you by signing, dating
and returning a copy of the letter to us.
Sincerely,
BuyNow, Inc. Sky E-Com Corporation
21 Brookline 17300 17th Street Suite J-117
Aliso Viejo, CA 92656 Tustin, CA 92680
(tel) 949.389.5703 (tel) 949.716.7276
By: /s/Scott Hudson By: /s/Mark W. Wheeler
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Name: Scott Hudson Name: Mark W. Wheeler
Title: VP Development Title: President and CEO
Date: 9 March 2000 Date: 9 March 2000
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