Monday, April 15, 2013



                                                                                                                        July 2013
Re:       Sale of Assets of Wet Women, LLC


On behalf of Wet Women, LLC, a Michigan corporation (“Wet Women®”), we are writing to inquire if you have any interest to acquiring all or substantially all of the assets used or usable in connection with the business.  Wet Women ® is an international community of women, which participates in, celebrates, and supports women in water/snow sports.  Wet Women was formed in 2004 and strives to be the ultimate resource for women in all water and snow sports. Wet Women has designed and sold women's clothing and eco-savvy products for women in water sports including well made surf and beach wear, casual wear and a biodegradable surf wax. This wax is viably and scientifically certified by MBDC since 2006.
Our goal with Wet Women has been to create an online space or portal for news, forums, blogging, twitter, photos, sport and travel stories and articles, lessons and tips in sports and travel via video space. Wet Women has participated in supporting numerous contests/events over the years, awarding its products as prizes such as the surf wax , rash guards, tee shirts, tanks and sweatshirts.
For a company or person with the means and resources, Wet Women could be fortified, while continuing to build on its previous success and achievements.  We have always wanted to further expand our business with additional products such as hair and skin products or equipment, gear and apparel for water and snow sports.  We also had ideas to create a Wet Women television network that would further promote women in women in water and snow events.  We hope that you see the potential in Wet Women that we do.
Along with a website full of information for women in snow and water sports
The principal terms and conditions of our any potential sale are as follows:

1.              Structure.  All of the tangible and intangible personal property of Wet Women would be purchased either as a stock or asset purchase free or clear of any and all liens, security interests and other encumbrances.  This would include the trade name,  Wet Women federal trademark registrations (Exhibit A), clothing lines (Exhibit B), surf wax (Exhibit C), green certification for surf wax (Exhibit D), web sites (Exhibit F) as well as all the good will of the business.   

2.              Purchase Price.  The purchase price for the stock or assets of Wet Women would be determined at a later date after you have had an opportunity to conduct satisfactory due diligence and discussions with vendors and myself.  We would ask that the purchase price would be paid in cash or available financing commitments.  The ability to obtain such financing commitments would be a condition to consummation of any sale.

3.              Assumption of Liabilities.  Our intent is that any buyer of Wet Women would assume no liabilities or obligations with respect to any claims or liabilities of Wet Women. 

4.              Conditions.  Your interest and willingness to consummate the proposed transaction would be subject to typical conditions including:

a.     Your  satisfaction with the results of any due diligence review;

b.     the absence of any material adverse change in Wet Women;

c.     execution of a mutually acceptable definitive purchase agreement and related documentation with a banking entity containing the substance of the matters set forth in this indication of interest, together with representations, warranties, covenants, and other provisions as are common in transactions of this nature;

d.     receipt of required third party (including governmental) consents and approvals;

e.     entering into purchase commitments with designated customers governing the purchase of products and pricing by such customers post-closing;

f.      the discharge of any and all liens, claims, interests and encumbrances at closing with respect to the assets purchased. 

            We hope that you will find our offer to purchase Wet Women, LLC of interest.  We would appreciate an opportunity to discuss the potential transaction with you in greater detail either over the telephone or at your offices.  Please contact my attorney noted below at your earliest convenience if this is of interest to you. 

Very truly yours,

Wet Women, LLC
By:  Morgan  Fisher

cc:        Frank M. Scutch, III, Esq.
            171 Monroe Avenue N.W.; Suite 1000
            Grand Rapids, MI 49503
            (616) 742-3980