Letter of Intent - Life Sciences Inc., Accident Prevention Plus Inc. and Life Sciences Corp.
LETTER OF INTENT
LIFE SCIENCES WITH ACCIDENT PREVENTION PLUS
AND LIFE SCIENCES CORPORATION
This shall serve to confirm the understanding of the parties with respect to a
proposed Joint Venture by and between Life Sciences, Inc. ("LSI"), Accident
Prevention Plus, Inc. ("APP") and Life Sciences Corporation ("LIFE").
WHEREAS, APP is the developer of an on-board vehicular data logger
("the Data Logger"); and
WHEREAS, LSI has a continuing business relationship with LIFE pursuant
to which LSI is negotiating to act inter alia as the Florida and Georgia
marketer of an alcohol breathalyzer based vehicle ignition interlock program
("Breathalyzer Interlock") distributed by LIFE; and
WHEREAS, the parties have conceived of the idea to integrate into a
single product (the "Integrated Product:") the Data Logger of APP, with LIFE's
Breathalyzer system and software for the Breathalyzer Interlock, to provide in
the commercial market a system able to monitor driving and motor vehicle
activity via the Data Logger when combined with other software programs; and
WHEREAS, LIFE desires to join in this joint venture; and
WHEREAS, LSI has committed to raising from outside sources the capital
necessary to fund the proposed Joint Venture
NOW, THEREFORE, the parties hereto express their intent to establish to
a joint venture to create, market and distribute nationally and in other
countries the "Integrated Product," and establish and operate a Breathalyzer
Interlock provider service, minimally in the states of Georgia and Florida:
1. The joint venture shall be established in a separate
Delaware corporation ("Newco"). Each of LSI, APP and Life shall own 33-1/3% of
the capital stock. Newco shall have a Board of Directors of seven (7) persons,
two (2) appointed by APP, two (2) appointed by LSI, two (2) appointed by LIFE
and one (1) independent appointed by consent of all of the shareholders. The
affirmative vote of five (5) directors shall be required for any corporate
action by Newco.
(a) LSI shall provide the capital or other resources
necessary for product research and development of the Integrated Product. APP
will contribute a license for the Data Logger with provisions for sublicenses by
Newco as well as sufficient product and parts to permit the research and
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development of the Integrated Product. It is estimated that the capital required
would be approximately Two Hundred and Fifty Thousand ($250,000) Dollars. The
maximum amount required of LSI for development of the Integrated Product shall
be Three Hundred and Fifty ($350,000) Dollars for the integrated product portion
of this venture.
(b) LSI shall provide additional funding to Newco for
approximately $600,000 to be used for to build, establish, operate, and provide
installations, calibration, monitoring, service, removals, and collateral needs
to an Ignition Interlock Program in the states of Georgia and Florida
(approximately evenly divided between the 2 state interlock programs).
i. This program will be owned by Newco, but
managed entirely by LIFE and its management, support staff, and contractors, and
LIFE shall be entitled to its costs of providing product, supplies and service,
and a reasonable ROI for its work. LIFE will provide the budgets needed for this
Georgia and Florida effort, and LSI will fund that budget as required for
implementation.
ii. LIFE will maintain the accounting for these
2 programs, and report to NEWCO's Board on the program development as required.
LIFE will conduct these programs on a reasonable budget, which will not
sacrifice quality of service, and will be intended to provide statewide coverage
for each program as soon as practicable. All costs of doing business in these 2
state programs will be the responsibility of Newco, funded by LSI, using Life's
management, programs, and expertise. Newco will fund the monthly startup
requirements of each state program.
iii. The programs shall be identified as LIFE
interlock programs, and/or Ignition Interlock Group of Georgia or Florida,
respectively (in the discretion of LIFE), and bear all the trademarks and
copyrights of a LIFE program (e.g., titles on reports to courts, probation and
administrators, IIG corporate logo, "authorized service center" logos, and
building signage), so that it can be identified as part of LIFE's national
interlock service program. LSI shall also provide the resources necessary to
combine certain computer software owned by LIFE in order to enable distributed
use of the complete In*CARS and administrative support software already
developed by LIFE. LIFE will continue to own its software programs. LIFE will
prepare and present its budget for start of the Georgia program within 120 days
of the funding requirements of LSI being met. If not funded so that the program
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can begin in Georgia by August 1, 2000, then LIFE may start the program through
other funding sources, and not be obligated to allow NEWCO to participate in the
ownership of the Georgia interlock program.
iv. LIFE will receive a royalty-free license to
utilize the modified integrated product computer software and any modifications
or maintenance required on that software from time to time.
v. Georgia and Florida will be the only
interlock states involved in this project, but LIFE will assist in marketing the
joint APP/LSI/LIFE breathalyzer/APP-product integrated project device
nationally, be responsible for supervising installation, calibration,
monitoring, training and maintenance of this project at its cost of providing
such services, on a budget and in a format agreed to by Newco.
vi. The Parties will use their best efforts to
extend the sale of the of integrated product worldwide, but failing any such
extension each party shall remain free to engage in international sales of its
own products.
(c) The parties shall work together to develop a more
precise description of the Integrated Product and of the intellectual property
being contribute to such Integrated Product by APP and LIFE. The parties will
also work together to identify and summarize technical constraints and other
elements of the research and development project for the Integrated product. If
either party becomes aware of any additional technology which would be useful or
appropriate for inclusion in the integrated product such party shall share the
information with the others.
(d) APP has advised LSI of its awareness of certain
technology related to the detection of drowsiness of motor vehicle operators
being developed at Carnegie Mellon University ("CMU"). APP shall use its best
efforts to gain access to the drowsiness technology for the joint venture from
CMU. Newco shall be solely responsible for any royalty payable with respect to
such drowsiness technology, and Newco shall be solely responsible for
negotiating any such royalty arrangement.
(e) LIFE shall provide Newco with the right to lease at
an agreed fee the "In Cars" program and any modifications that are required in
order to support the marketing of the Breathalyzer Interlock in the states of
Florida and Georgia. Modifications shall be part of the costs of providing the
program for which LIFE will be paid by NEWCO.
(f) The Parties contemplate that equity capital of
between
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$3 and $5 Million will be required for the full business activities of Newco.
Any sale of equity capital shall be for the account of Newco and shall equally
dilute the interests of LSI, APP and LIFE.
2. It shall be the responsibility of APP to budget and man the
integration project, under the supervision of Alex Burns and Jean Paul Daveau.
In the event LSI elects to have the integration project carried out by persons
other than APP, LSI shall make available to APP lending in an amount up to One
Hundred Thousand ($100,000) Dollars under terms to be negotiated and APP shall
allocate a sufficient portion of the time of JP Daveau to direct the integration
project during the course of the integration effort. Such loan shall be made
available at the commencement the integration project. As security for the
repayment of such $100,000 loan, APP shall pledge with LSI its shares in Newco.
LSI shall retain such shares until it is either repaid directly by APP or, if
not repaid directly, until it receives a disproportionate share of the proceeds
from Newco to the extend of such unpaid loan amount, or until such lending is
repaid in full. LSI shall have the option to convert the loan into APP common
stock at a price per share to be negotiated by the parties prior to the
execution of the formal agreement, provided for hereinafter.
If APP is engaged to carry out the integration project APP shall
receive a deposit of $50,000 against such work at the time it commences.
3. The estimated timetable for the completion of the integration
project is 8/1/00, provided however that if the work is proceeding the deadline
for completion of the integration project shall be extended up to June1, 2001,.
In the event the Integrated Product is not successfully developed on or prior to
the deadline prior, APP shall be released from the requirement to work
exclusively with Newco in the development of an integrated Data Logger /
Breathalyzer Interlock device, unless specifically extended by agreement of the
parties hereto. Likewise, if LSI has not funded the Georgia interlock program in
an agreed budget by August 1, 2000, LIFE shall be released from the requirement
to work exclusively with Newco in Georgia and may develop that program with
others. If LSI has not secured the funding for a Florida interlock program
within 90 days before the effective date of any future interlock legislation in
that State, then LIFE shall also be released from the requirement to work
exclusively with Newco in Florida and may develop that program with others.
4. (a) In the event the Integrated Product is successfully
developed, Newco shall have the exclusive license for the sale of the Integrated
Product and Newco shall purchase all Breathalyzer Interlock elements from Life,
and all Data Logger elements from APP.
(b) In the event Newco elects to contract/license
production of the Integrated Product to others and such product incorporates
intellectual property from APP to Newco, APP will additionally receive a royalty
equal to Five (5%) Percent of the selling price of the product.
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5. The parties acknowledge that with respect hereto, D. David
Cohen ("Cohen") has acted solely as counsel to LSI, not withstanding any
personal or professional relationship between Cohen and APP. APP further
acknowledges that it has consented to Cohen acting as counsel to LSI, and that
it has no objection thereto.
6. The formal agreement with respect to the matters set forth in
this Letter of Intent shall be executed on or before March 9, 2000. In the event
there is failure to execute a formal agreement, this Letter of Intent shall be
null and void, and of no legal consequence to either party hereto. The said
formal agreement shall be subject to the approval of the board of directors of
each party hereto.
February 9, 2000
Life Sciences, Inc.
By /s/ Alex A. Burns
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Alex A. Burns
Accident Prevention Plus, Inc.
By /s/ Richard Goodhart
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Richard Goodhart
Life Sciences Corporation
By /s/ Darrel Longest
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Darrel Longest