Unassociated Document


    Exhibit
      10.1

    


    BLACK
      NICKEL ACQUISITION CORP. I

    


     

    May
      17,
      2006

     

    B.K.
      Gogia

    President
      

    InferX
      Corp.

    1600
      International Drive

    Suite
      100

    McLean,
      Virginia 22102

    


    


    Re:
      Letter
      of Intent for Share Exchange

     

    Dear
      B.K.:

     

    Further
      to our recent discussions, this Letter of Intent summarizes the terms upon
      which
      Black Nickel Acquisition Corp. I or an affiliate (“Buyer”) intends combine with
      InferX Corp. (“Seller”) by an exchange of its shares of common stock for all of
      the issued and outstanding shares of capital stock of Seller (the “Reverse
      Merger”). The parties have agreed that Seller plans to issue a $350,000
      Promissory Note for bridge financing and an Agreement and Plan of Merger and
      such other agreements as are necessary (the "Definitive Agreements") with
      respect to the Reverse Merger in accordance with the following
      terms.

     

    Bridge
      Financing

     

    
      	 	
              1.

            	
              Amount
                of Loan:
                Minimum $350,000 (the “Loan”).

            


    

     

    
      	 	
              2.

            	
              Promissory
                Note.
                A
                6-month promissory note from Seller in the amount of at least $350,000
                principal with interest at 8% per annum payable upon the earlier
                of the
                maturity date, the closing of a Reverse Merger by Seller with Buyer
                or an
                event of default (the “Bridge
                Note”).

            


    

     

    
      	
            	1.	
              3.
                Securities
                Issued:
                This Note includes an undertaking of the Company to issue that number
                of
                shares of the Company’s common stock, par value $.01 per share, (the
                “Bridge Shares”) to allow the Lender to receive [250,000] shares of common
                stock of the operating entity following the Reverse Merger upon the
                issuance hereof. All Bridge Shares issued pursuant to the Bridge
                Note
                shall have anti dilution protection prior to the time of an effective
                registration statement covering such Bridge Shares, i.e., in the
                event
                that Seller obtains additional financing prior to such an effective
                registration statement, the Bridge Shares shall be increased in the
                event
                that the financing is at a per share price less than $.50 per share,
                subject to adjustment. 

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Reverse
      Merger/Share Exchange

     

    
      	2.  	
              Surviving
                Public Company:
                Buyer (with Seller as subsidiary
                thereafter)

            


    

     

    
      	3.  	
              Merger
                Consideration.
                At the closing of the transaction (the “Closing”), Buyer will exchange
                5,600,000 shares of Black Nickel Acquisition Corp. I common stock
                (“Common
                Stock”) for all the issued and outstanding shares of Seller’s capital
                stock (including the Bridge Shares issued pursuant to the Bridge
                Note).
                Separately, Buyer will have cash on hand at closing of at least $850,000,
                of which $350,000 will be used to repay the Loan and the remaining
                $500,000 will be available for Seller to use as working capital.
                Seller
                shall not use any proceeds of financings, including the private placement
                below, to repay the SBA Loan (as hereinafter
                defined).

            


    

     

    
      	4.  	
              Private
                Placement.
                At the closing of the Reverse Merger, Buyer will complete a private
                placement with gross proceeds of $850,000 by offering 1,700,000 units
                at a
                price of $.50 per unit consisting of 1,700,000 shares of Common Stock
                of
                Black Nickel Acquisition Corp. I, 1,700,000 Class A warrants and
                1,700,000
                Class B warrants. All shares of Common Stock or shares of Common
                Stock
                issued upon exercise of the warrants (“Warrant Shares”) shall have anti
                dilution protection prior to the time of an effective registration
                statement covering such shares, i.e., in the event that Seller obtains
                additional financing prior to such an effective registration statement,
                the shares of Common Stock shall be increased in the event that the
                financing is at a per share price less than $.50 per share, subject
                to
                adjustment, and the exercise prices for the Class A and Class B Warrants
                shall be reduced to the price of the shares in such future financing.
                Investors in the private placement will have customary pre-emptive
                rights
                to invest in future financings.

            


    

     

    
      	5.  	
              Class
                A Warrant Terms.
                Exercisable at any time for shares of Common Stock at an exercise
                price of
                $.50 per share with a term of five (5) years, subject to anti dilution
                protection, so that any part of the 1,700,000 of the warrants shall
                be
                callable by Buyer if the underlying Warrant Shares are registered
                and the
                Common Stock trades in the open market for thirty (30) consecutive
                days at
                a closing price above $1.50 per share. 1,000,000 warrants shall be
                callable by Buyer if Buyer or Seller is awarded a contract with a
                guaranteed minimum revenue to Buyer or Seller of at least $1,000,000
                with
                a department of the U.S. Government (not including the Missile Defense
                Agency)(“Customer”) to deploy its existing technology for threat detection
                or other application. If such contract requires payments over more
                than
                one year and the Customer has the option to renew for successive
                periods,
                revenues projected to be received in option or renewal periods will
                not be
                included for such purpose.

            


    

     

    
      	6.  	
              Class
                B Warrant Terms.
                Exercisable at any time for shares of Common Stock at an exercise
                price of
                $.62 per share with a term of five (5) years, subject to anti dilution
                protection, so that any part of the 1,700,000 warrants are callable
                by
                Seller if the underlying warrant shares are registered and the Common
                Stock trades in the open market for thirty (30) consecutive days
                at a
                closing price above $1.86 per
                share.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	7.  	
              Shell
                Company.
                1,200,000 shares of Common Stock of Black Nickel Acquisition Corp.
                I
                (“Shell Shares”) will remain outstanding, not including any securities
                issued pursuant to the private placement referred to in Section 4
                above.
                All such Shell Shares shall have anti dilution protection prior to
                the
                time of an effective registration statement covering such shares,
                i.e., in
                the event that Seller obtains additional financing prior to such
                an
                effective registration statement, the shares of Common Stock shall
                be
                increased in the event that the financing is at a per share price
                less
                than $.50 per share, subject to
                adjustment.

            


    

     

    
      	8.  	
              Shares
                Issued to Seller’s Shareholders:
                5,600,000 shares of Common Stock

            


    

     

    
      	9.  	
              Shares
                Reserved Under Seller’s Stock Option Plan:
                For a period of two (2) years from the date of the closing of the
                Reverse
                Merger, no more than 2,200,000 shares of Common Stock may be reserved
                under a stock option plan and any options granted under that stock
                option
                plan will be subject to an exercise price of not less than $.50 per
                share.

            


    

     

    
      	10.  	
              Registration
                Statements.
                There will be two registration statements
                filed:

            


    

     

    a. First
      Registration Statement.
      Buyer
      shall register 4,050,000 shares of Common Stock or 47.6% of the initial
      outstanding shares. The Registration Statement shall be filed within 45 days
      of
      closing of the Reverse Merger and shall become effective no more than 120 days
      (150 days if the SEC elects to review the registration statement) after closing
      of the Reverse Merger. The shares to be registered shall be as
      follows: 

     

    1,700,000
      shares for the $850,000 private placement
1,000,000
      shares underlying the Class A warrants

    750,000
      shares of the Shell Shares 
250,000
      shares of the Bridge Shares

    350,000
      shares for Buyer shareholders that will be registered for resale at a fixed
      price of not less than $.55 per share

     

    b. Second
      Registration Statement.
      The
      holders of Class A Warrants and Class B Warrants and all remaining unregistered
      shares of the Shell Shares shall have a demand registration right, exercisable
      at any time 30 days after the effectiveness of the first Registration Statement,
      to cause Buyer to register a minimum of 2,400,000 shares of Common Stock
      underlying the Class A Warrants and Class B Warrants and all remaining
      unregistered shares of the Shell Shares. The second registration statement
      shall
      be filed no less than 30 days after and no more than 45 days after the exercise
      of such demand.

     

    c. Penalty
      Provision.
      A
      penalty to be determined in the Definitive Documents will be imposed on Seller
      if the registration statements are not filed within the timeframes above and
      the
      first registration statements is not effective within 120 days (150 days if
      the
      SEC elects to review the registration statement) after the closing of the
      Reverse Merger and the second registration statement is not effective within
      120
      days (150 days if the SEC elects to review the registration statement) after
      the
      closing of the Reverse Merger and the second registration is not effective
      within 150 days from the date of demand by the holders of the Class A Warrants
      and Class B Warrants.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	11.  	
              NASD
                Form 211.
                Seller shall within ten (10) days of the filing of the first registration
                statement have a market maker for the Common Stock file Form 211
                to have
                the Common Stock traded on the OTCBB upon effectiveness of the first
                registration statement.

            


    

     

    
      	12.  	
              Key
                Hire.
                Jesus Mena will be employed by Seller as an employee on or before
                the
                closing of the Reverse Merger with Mr. Mena starting to perform services
                within forty-five (45) days following the closing of the Reverse
                Merger.
                Mr. Mena shall execute an employment agreement in form and substance
                reasonably acceptable to all parties prior to closing the Reverse
                Merger.

            


    

     

    
      	13.  	
              Conditions
                to Effectiveness.
                The effectiveness of the Definitive Agreements will be subject to
                the
                satisfaction of the following
                conditions:

            


    

     

    a. Third
      Party Consents and Approvals.
      Buyer
      and Seller shall have received all necessary consents, if any, of third parties
      or governmental entities.

    


    b. Definitive
      Agreements.
      Definitive Agreements containing customary representations, warranties,
      covenants and indemnities by Buyer and the Seller shall have been executed
      and
      delivered, including the Bridge Note and an Agreement and Plan of
      Merger.

     

    c. Approval.
      The
      board of directors of Buyer and the board of directors and the shareholders
      of
      Seller shall have approved the Definitive Agreements and the transactions
      contemplated therein. 

     

    d. Closing.
      The
      parties acknowledge that the Closing of the transactions contemplated herein
      will occur as soon as practicable after the negotiation and execution of the
      Definitive Agreements, and the parties desire the transactions be consummated
      no
      later than August 17, 2006. 

     

    e.
       Liabilities
      and Accounts Payable.
      At the
      time of closing the Reverse Merger, the Seller will have accounts payable of
      less than $125,000 and its other outstanding liabilities shall be a $404,000
      loan from the U.S. Small Business Administration (“SBA Loan”) and an outstanding
      note on a BMW automobile of approximately $20,000. All outstanding liabilities
      to officers, directors and shareholders (and their affiliates) will be converted
      to equity and extinguished prior to closing in a manner acceptable to
      Buyer.

     

    f.
       Compensation
      Packages. For
      a
      period of two years following the closing of the Reverse Merger, the following
      executives will have the following compensation arrangements:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    a)
      BK
      Gogia - $180,000 annually, target bonus of 50% of compensation, no bonus to
      be
      paid unless the company is profitable, and he will receive a company car.
      Subject to a 10% increase in year two.

     

    b)
      Scott
      Parliament - $150,000 annually, target bonus of 50% of compensation, no bonus
      to
      be paid unless the company is profitable. Subject to a 10% increase in year
      two.

     

    c)
      Jerzy
      Bala - $140,000 annually, target bonus of 50% of compensation, no bonus to
      be
      paid unless the company is profitable. Subject to a 10% increase in year
      two.

     

    
      	 	
              13.

            	
              Miscellaneous.

            


    

     

    a. No-Shop.
      In
      consideration of the expense and effort that will be expended by Buyer in due
      diligence and the negotiation of the Definitive Agreements, neither Seller
      nor
      its affiliates will, directly, indirectly or otherwise, solicit or entertain
      offers from, negotiate with or in any manner encourage, discuss, accept or
      consider any proposal of any other person or entity relating to a transaction
      of
      the type set forth herein or any other potential merger, acquisition, sale
      or
      financing transaction until the earlier to occur of the Closing, the date on
      which Buyer and Seller mutually agree in writing to discontinue negotiations
      regarding such a transaction on the terms set forth herein, or August 17,
      2006.

     

    b. Definitive
      Agreements; Consents.
      Buyer
      and Seller shall negotiate in good faith to arrive at a mutually acceptable
      Definitive Agreements for approval, execution and delivery on the earliest
      practicable date. Buyer and Seller shall cooperate with each other and proceed,
      as promptly as is reasonably practicable, to seek to obtain all necessary
      consents and approvals, if any, from third parties or governmental entities,
      and
      to endeavor to comply with all other legal or contractual requirements for,
      or
      preconditions to, the execution and consummation of the Definitive
      Agreements

     

    c. Confidentiality.
      Each of
      Buyer and Seller covenants and agrees that, except as consented to by the
      parties, neither they nor any of their respective officers, directors,
      employees, agents or representatives will disclose any confidential information
      of the other to any third party, except (i) as required by law or regulation
      (including applicable securities regulations), or (ii) to a party’s accountants,
      lawyers, employees, advisors, and representatives in connection with evaluating
      whether to proceed with negotiating and closing the transactions contemplated
      herein, or (iii) in connection with obtaining consents required by the
      Definitive Agreements.

     

    d. Costs.
      Buyer
      and Seller shall be responsible for and bear all of their own costs and expenses
      incurred in connection with the proposed transaction, with the exception that
      Seller shall pay all legal costs of Buyer in connection with pursuing or
      consummating the proposed transaction, regardless of whether or not the
      transaction is consummated.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    e. No
      Material Changes in Business.
      From and
      after the date of this Letter of Intent until the earlier to occur of the
      termination of this Letter of Intent, August 17, 2006 or the date of the
      execution of the Agreement and Plan of Merger, Seller will use commercially
      reasonable efforts to maintain the Business in accordance with its customary
      practices and otherwise to conduct its business in the ordinary course in the
      manner in which it has heretofore been conducted and to preserve its business
      relationships with customers, suppliers, and content providers. During such
      time, Seller shall take no action outside the ordinary course of business or
      make any commitment involving more than $20,000 without the prior written
      consent of Buyer, which shall not be unreasonably withheld.

     

    f. Binding
      Nature of Letter.

     

    (1).
      Sections 1-12 of this Letter of Intent (collectively, the "Nonbinding
      Provisions") reflect our mutual understanding of the matters described in them,
      but each party acknowledges that the Nonbinding Provisions are not intended
      to
      create or constitute any legally binding obligation between Buyer and Seller,
      and neither Buyer nor Seller shall have any obligation to refrain from
      competition with the other or with respect to the Nonbinding Provisions until
      fully integrated, Definitive Agreements and other related documents are
      prepared, authorized, executed and delivered by the parties. Until such time
      as
      the foregoing documents are prepared, authorized, executed and delivered by
      and
      between all parties, Buyer shall have the right to conduct its business and
      Seller shall have the right to conduct its business in the manner currently
      conducted and Buyer and Seller shall be under no obligation to the other except
      with respect to the Binding Provisions (as hereinafter defined) of this letter.
      If the Definitive Agreements are not prepared, authorized, executed or delivered
      for any reason, no party to this Letter of Intent shall have any liability
      to
      any other party to this Letter of Intent based upon, arising from, or relating
      to the Nonbinding Provisions. 

    


    (2).
      Upon
      execution by Buyer and Seller of this Letter of Intent or counterparts thereof,
      Section 13 of this Letter of Intent (the "Binding Provisions") shall constitute
      the legally binding and enforceable agreement of Buyer and Seller (in
      recognition of the significant costs to be borne by Buyer and Seller in pursuing
      the transaction set forth herein and further as to their mutual undertakings
      as
      to the matters described herein). The Binding Provisions (along with the rest
      of
      this Letter of Intent) may be terminated (A) by mutual written consent of Buyer
      and Seller; or (B) upon written notice by either Buyer or Seller to the other
      parties if the Definitive Agreements have not been executed by [August] 17,
      2006, provided, however that the termination of the Binding Provisions shall
      not
      affect the liability for breach of any of the Binding Provisions prior to the
      termination.

    


         (3.)
      Counterparts,
      etc.
      This
      Letter of Intent may be executed in separate counterparts, none of which need
      contain the signatures of all parties, each of which shall be deemed to be
      an
      original, and all of which taken together constitute one and the same
      instrument. The Binding Provisions may only be amended in writing signed by
      both
      parties. The Binding Provisions reflect the entire agreement among the parties
      with respect to the subject matter thereof. This Letter of Intent may not be
      assigned. Telecopied or email (via PDF) signatures shall be deemed to have
      the
      same effect as an original. If you are in agreement with the foregoing as a
      basis for negotiating Definitive Agreements between Buyer and Seller with
      respect to the matters set forth herein, please execute the enclosed duplicate
      copy of this letter and return it to me.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	 	 
	 	Sincerely,
	 	 
	 	
              BLACK
                NICKEL ACQUISITION CORP. I

            
	 
 	 
 	 
 
	 	By:  	/s/ Paul
              T. Mannion, Jr.
	 	
              

              Name:
                Paul T. Mannion, Jr. 

              Title:
                President and CEO

              Date:
                May 17, 2006

            
	 	 


    

     

    


    
      	 	 	 
	 	Accepted
              and Agreed:
              
               

              InferX
                Corp. 

            
	 
 	 
 	 
 
	 	By:  	/s/ B.K.
              Gogia
	 	
              

              Name:
                B.K. Gogia

              Title:
                President 

              Date:
                May 17, 2006