LETTER OF INTENT
March 13, 2003
To the Shareholders of:
Sciteck, Inc.
Attn: Jack V. Smith, CEO
317 Rutledge Road
Fletcher, NC 28704
Dear Shareholders:
This will confirm the agreement in principle between EMPORIA
SYSTEMS, a Nevada Corporation (the "Buyer"), and each of you
on behalf of SCITECK, Inc., a Delaware Corporation (the
"Seller"), and in your own right as shareholders (the
"Shareholders") of Seller, in regard to Emporia's proposed
purchase, on the terms and conditions set forth below, of
substantially all of the shares (the "shares") of Seller.
Upon the basis of representation and conditions to be set
forth in a definitive written merger agreement (the
"Agreement"), Seller shall sell all of it's outstanding
shares to buyer (the "Transaction").
The total purchase price (the "Purchase Price") for all
Seller's outstanding shares shall be 46,000,000 shares of
Buyer having a par value of $0.001. In addition to the
Purchase price Seller undertakes to provide buyer with
$50,000 of working capital within five business days of
execution of this letter of intent.
Buyer represents that there are currently 13,000,00 common
shares of Buyer outstanding which represents all of the
outstanding (issued) shares of the Buyer and upon execution
of this letter of intent Buyer will not issue any new shares
without the express written consent of Seller. The two
affiliated shareholders of Buyer shall tender 5,500,000 and
3,500,000 shares respectively for cancellation as part of
the "Transaction"
The proposed share structure of Buyer at time the definitive
"Share Purchase Agreement" is executed is as follows:
Sciteck, Inc.
Authorized capital: 100,000,000 common shares $0.001 par value
Issued and outstanding 50,000,000
Sciteck, Inc. 46,000,000
Two affiliates 1,000,000
Public 3,000,000
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Counsel for Emporia shall promptly prepare the Agreement and
other basic documents fulfilling the terms of this Agreement
in principle and such other filling with the Securities and
Exchange Commission, exhibits, schedules, representations,
warranties, terms and conditions as are customary in
connection with transactions of this type.
Seller shall allow Buyer's officers, employees and
authorized representative to have immediate and full access
to all offices, properties, books and records and shall
fully cooperate with Buyer in order to prepare the necessary
documents promptly so that the Transaction may be closed on
or before April 30th, 2003 (Closing Date).
Both parties shall cause all information obtained in
connection with this Transaction to be treated in strictest
confidence.
On and after the date set forth on page one of this
Agreement in principle, Seller shall not, without the prior
written consent of Buyer, and Buyer shall not, without the
prior written consent of Seller: (i) sell, assign, transfer,
encumber, waste, alienate or otherwise dispose of the
Assets; (ii) increase the compensation of any key employee;
(iii) engage in any activities or transactions concerning
the Assets which are outside the ordinary course of business
of the Seller or Buyer as conducted on said date; or (iv)
fail to maintain the Assets or the quality of service to its
customers to the same extent to which they have been
maintained to date.
It is further expressly understood by each that consummation
of the Transaction is subject to, among other things,
execution of the Agreement, approval by the Board of
Directors of Buyer, and approval by the Shareholder(s) and
Director(s) of Seller as may be necessary under the
applicable statutes and bylaws of Seller.
On the Closing Date, the current Emporia Officers and
Directors will resign from the Company's Board of Directors
and Seller will appoint new Directors and cause the
Company's name change.
Buyer confirms that there are no stock options or warrants
outstanding or pending and as part of the Purchase Agreement
will include other appropriate terms and conditions,
including, but not limited to, standard representations and
warranties by the parties. Buyer also represents that its
financial position has not changed since its last EDGAR
filing dated 2002/04/02.
Neither Seller nor Buyer is or shall be obligated to any
person for any finder's fee in connection with the proposed
Transaction and, whether or not the Transaction is
consummated, each of the parties hereto shall pay its own
expenses (including outside legal and accounting fees)
incident to the negotiation, preparation of the Agreement
and any other documents prepared in connection therewith and
consummation of the Transaction.
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In consideration of the considerable expense to be incurred
by both parties in connection with the proposed Transaction,
neither party shall engage in any negotiation for the
transfer, sale or assignment of all or any portion of the
Assets or Business with another person for a period of sixty
(60) days from the date of execution set forth below.
If you agree in principle with the terms as stated herein,
please sign in the space below on both duplicate originals
provided and return one original to Emporia.
Buyer:
Emporia Systems
A Nevada Corporation
By:/s/ G. Polyhronopoulos
------------------------
G. Polyhronopoulos
President and Sole Director
38820 N. 25th Avenue Phoenix, AX 85086
Execution Date: 03/19/03
SELLER:
Sciteck, Inc.
A Delaware Corporation
317 Rutledge Road, Fletcher, NC 28732
By: /s/ Jack V. Smith
---------------------
Jack V. Smith, CEO
Execution Date:03/20/03
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