f8k032509ex10i_jupiter.htm


    
      

      

    

    Exhibit 10.1


     

    Jupiter
Resources, Inc.

    Vancouver,
British Columbia

    Canada

     

    March 27,
2009

     

    John
Greenwood

    NatProv
Holdings, Inc.

    Harbour
House, Second Floor 

    Waterfront
Drive

    P.O. Box
972, Road Town, 

    Tortola,
British Virgin Islands

     

    Dear Mr.
Greenwood: 

     

    Re:Letter of
intent

     

    This
Letter of Intent (the "Letter") sets forth the principal terms and conditions
of a proposed transaction (the "Transaction") pursuant to which Jupiter Resources, Inc. (the
"Buyer") will purchase
100% of the issued and outstanding common share capital and/or equity (the "Shares") of NatProv Holdings, Inc. (the "Company"), a British Virgin Islands corporation, from you
(the "Seller"). All references herein to "dollars" or "$"
shall mean United States dollars.

     

    1.            The Purchase Price and
Payment. The total purchase price to be paid by the Buyer to
the

     

    Seller
shall be 50,000 shares of preferred non-voting stock (the
"Preferred")

    of the
Buyer, such Preferred to have the following terms:

     

        (a)   
Par
Value: $1,000.00 per share.

     

        (b)  
Dividends.
Holders of the Preferred shall participate equally with holders of the Common
Stock in any dividends and distributions;

        

    (c)  
Conversion.
The Preferred will be convertible into Common Stock of the Buyer at any time at
the holder's option on 10 days notice to Buyer, at the average closing market
price of the Buyer's Common Stock for the 30 trading days prior to the notice
being given;

     

        (d)   
Call
Feature: The Preferred may not be called by the Buyer;

     

        (e)   
Liquidation. The Preferred Stock will receive preference in bankruptcy
or

     

    liquidation.
The buyer may not issue additional any new shares without approval of the
Holders of the Preferred.

     

    2.            Definitive Agreement and
Closing Conditions. The Transaction is subject to the

     

    negotiation,
execution and delivery of a mutually acceptable definitive agreement between the
Buyer and the Seller providing for the consummation of the Transaction (the
"Definitive Agreement") substantially on the terms described herein and
containing representations,

    warranties,
covenants, indemnities and other terms and conditions customary in such
transactional agreements. In connection therewith, the parties agree that the
Definitive Agreement shall, inter alia, contain the following provisions and
closing conditions:

     

    
      
        
        

      

      
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      (a)   
On the
Closing Date, the Company shall have no indebtedness for money borrowed, and
will have no other obligations payable to the Seller or other employees of the
Company and the Buyer shall have no indebtedness for money borrowed, and will
have no other obligations payable to its shareholders or
employees;

    

     

     (b)   The Buyer
shall have conducted and shall be satisfied with the results of its legal,
financial and commercial due diligence investigation of the
Company;

        

    (c)   
The Buyer
shall have 60 days following execution of the Letter (the "Due Diligence
Period") to conduct its business, financial, legal and other due diligence
investigation with respect to the Company and its business (the "Due Diligence
Investigation").

     

    (d)   Unless
the Buyer shall advise the Seller prior to the expiration of the Due Diligence
Period that it has elected not to proceed with the Transaction, subject to
receipt of the regulatory' approvals described below, the Buyer and the Seller
shall consummate the Transaction within 90 days after the date of execution of
the Definitive Agreement;

     

        (e)    All
regulatory filings, consents and approvals shall have been
obtained;

     

    (f)    Closing
of the Transaction shall be subject to
the absence of any material adverse change in the operations, assets, results of
operations, or condition, financial or otherwise, of the Company or the Buyer
through the Closing Date.

     

    3.            Timing of Transaction;
Conduct of Company.

     

        (a)    We
anticipate that the timing of the transaction will be as follows:

     

              
(i)      Execution
of Definitive Agreement with completed Exhibits and Schedules— May 26,
2009;

     

                              (ii)  Completion
of Due Diligence Investigation — May 26, 2009;

     

      (iii)    
Closing Date — August 26, 2009; provided, that in the event any necessary
regulatory approvals require a longer time to approve the  change of
control of the Company, either party may extend the date of closing (the
"Closing Date") through December 31, 2009.

     

        (b)    During
the term of this Letter the Company will continue to conduct its business
only in
the ordinary course.

     

    4.            Negotiations.
Upon execution of this Letter and subject to the conditions hereof,
the

     

    Buyer and
the Seller agree to negotiate, in good faith, the further terms and conditions
to be embodied in
the Definitive Agreement, schedules and exhibits. The parties will use
their commercially reasonable efforts to obtain any necessary' shareholder and
regulatory approvals as may be agreed to and set forth in the Definitive
Agreement.

     

    
      
        
        

      

      
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    5.            Access. Upon the
execution of any confidentiality agreement reasonably requested by the Buyer
and/or the Seller and in accordance with the provisions of such confidentiality
agreement, and continuing until the termination hereof in accordance with the
provisions of Section 9, the Seller will provide the Buyer and its
representatives and agents reasonable access (during normal business hours and
after reasonable advance notice) to the books, records, facilities and
representatives of the Company in order to enable the Buyer and its
representatives to expeditiously complete its Due Diligence Investigation of the
Company. The Buyer agrees that it and its representatives will hold in
confidence any confidential or proprietary information or materials of the
Company, the Seller or their affiliates, obtained in the course of such Due
Diligence Investigation in accordance with the provisions of the confidentiality
agreements referred to above.

     

    6.            Public Announcement.
Except as may be required by applicable law, each party agrees that such
party shall not make or issue any public statement or announcement with respect
to the Transaction or this Letter without the prior consent of the other
parties. Nothing contained herein shall prohibit the Buyer, the Seller or their
affiliates or representatives from communicating with existing lenders,
affiliates, counterparties in pending transactions and advisors.

     

    7.            Expenses. All
expenses incident to the Transaction, whether or not the Transaction is
consummated, will be borne exclusively by the party incurring the expenses,
including any expenses incurred prior to the date hereof, as well as those
incurred after the date hereof.

     

    8.            Notices. Any notice
or communication required or permitted hereunder must be in writing and sent by
(a) personal delivery, (b) expedited delivery service with proof of delivery,
(c) United States registered or certified mail, postage prepaid, or (d) telecopy
(provided that the telecopy is confirmed by mail in the manner previously
described), to the applicable parties at addresses, telephone numbers and email
addresses to be furnished by each of the Buyer and the Seller to the other party
hereto. Or to such other address or to the attention of such other person as the
applicable party hereafter designates by written notice sent in accordance
herewith. Any such notice or communication will be deemed to have been given
either at the time of personal delivery or, in the case of delivery by service
or mail, as of the date of delivery at the address and in the manner provided
herein, or, in the case of telecopy, on receipt.

     

    9.            Term. This Letter
will terminate on the earlier of: (a) May 26, 2009; (b) the execution and
delivery by the parties hereto of the Definitive Agreement; or (c) the execution
and delivery by the parties hereto of a mutual consent to terminate this Letter.
If this Letter is terminated, the parties will be relieved from all their
obligations hereunder or related hereto and neither party will have any further
obligation hereunder to the other party, except that the last sentence of
Section 5 and the provisions of Sections 6 through 1 l will survive any
termination of this Letter.

     

    10.            Governing Law. This
Letter will be governed by and construed in accordance with the laws of the
State of California, United States, excluding any conflicts of laws provisions
that would render the law of another jurisdiction applicable. Any and all
disputes between the parties that may arise pursuant to this Agreement shall be
brought in a San Francisco Superior Court located in San Francisco, California.
The parties hereto consent to the in personum jurisdiction of such court for any
such action or proceeding.

     

    
      
        
        

      

      
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    11.           Counterparts; Facsimile or
Electronic Execution. This Letter may be executed in multiple
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same document. This Letter may be executed by
facsimile transmission or by
emailing of a scanned counterpart, which signatures shall have the same binding
effect as original signatures.

     

    12.            Limited Binding Effect.
Each party hereto understands and agrees that this Letter, with
the
exception of the last sentence of Section 5, and Sections 6 through 11 and this
Section 12 (which are binding upon the parties), does not constitute a binding
agreement between the parties or an agreement to agree with respect to any
Transaction, and neither of the parties or any affiliate, officer, director,
employee, financial advisor, agent, member, or other representative of either of
the parties will have any liability with respect hereto, except as provided in
any of the aforementioned binding provisions. Except for an action for breach of
any of the aforementioned binding provisions, neither party hereto will bring
any claim against any other party or against any other party's affiliates,
officers, directors, employees, financial advisors, agents, members, or other
representatives based on this Letter as a result of any failure to agree on or
enter into a Definitive Agreement. It is understood that a binding agreement
providing for the Transaction will only exist following the parties' execution
and delivery of the Definitive Agreement. Under no circumstances will any oral
understanding between the parties or any of their respective affiliates with
respect to the Transaction (or any such other transaction or series of
transactions) be a binding contract. The provisions of this Letter will be
subject to and superseded by the final, definitive terms of the duly executed
and delivered Definitive Agreement.

     

    If this
Letter accurately sets forth your understanding of the Transaction, please so
indicate by returning one fully executed copy of this Letter to the
undersigned.

     

    Very
truly yours,

     

    JUPITER
RESOURCES, INC.

     

    By:                                                              


    Name: Dacey
George Roney, President

     

    ACCEPTED
AND AGREED TO, 

    This 27th
day of March 2009:

     

    SELLER

     

    


    /s/: J.
Greenwood

    J.
Greenwood

     

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