Miscellaneous General Conditions. a) Time is of the essence and this agreement is governed by the laws of Nevada. b) On closing, XSEL to provide 2 or 6 directors to the Board of Hyaton and 2 of 5 directors to the Board of Sunspring. All directors to be suitable to SEC requirements. c) On execution this is a binding agreement but additional documentation will be required to fully outline this transaction. In particular, documents may need to be modified in order to conform to SEC requirements and to minimize both present and future income tax to the mutual benefit of both parties. Both parties agree to execute such additional documents on a timely basis. d) Delivery of an executed copy of this letter by facsimile or other means of electronic communication capable of producing a printed copy will be deemed to be executed and delivery of this letter on such date as the communication is delivered. This offer is open for acceptance until 5:00 p.m. PST, July 12, 2001. SIGNED: Solar Energy Limited /s/ signed AGREED: Hyaton Organics, Inc. /s/ signed In general, the assets of Sunspring, Inc. include all of the intellectual property rights of certain processes to produce potable water from sea or brackish water using solar energy. There are three specific concepts to produce water and they are as follows:
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