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Spidex
Technologies
P.O. Box 025207
#PTY 14675,
Miami, FL
USA
September 29,
2009
Endeavor
Explorations Inc.
980 Cooperage
Way
Suite
601
Vancouver,
British Columbia
Canada
V6B
0C3
Attention: Belkis Jimenez Rivero,
President
Dear Ms.
Jimenez Rivero:
Re:
Asset Acquisition Agreement – MDC GPS
This non-binding letter of intent sets out our
understanding with respect to entering into a asset acquisition
agreement (the “Agreement”) with Spidex Technologies
(“Spidex”) and Endeavor Explorations Inc.
(“Endeavor”) to acquire Spidex’s technology known
as MDC GPS (the “Technology”).
We have
represented to you that we are developing mobile data technology
for smart phones and you have represented to us that you would like
to acquire the Technology pursuant to the terms and conditions of a
more formal agreement (the “Agreement”).
The terms and
conditions of the Agreement will include, among others, the
following:
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the
consideration for the asset acquisition will be 1,000,000
restricted shares of the common stock of Endeavor at a deemed price
of $0.10 per share, which will be issued or transferred to Spidex
within 30 days from execution of the Agreement;
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Endeavor will
advance Spidex US$5,000 within 10 days of the signing of this
non-binding letter of intent;
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Endeavor will
engage Spidex to further develop and commercialize the Technology
and will pay Spi
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