LETTER OF INTENT
It is the intent of the parties to enter into the "Consent To Action Without A
meeting Of The Board Of Directors Of Rochem Environmental, Inc.", copy of which
is attached here whereby, interalia, Pall Corporation will return 8, 589, 714
shares of REI common stock to REI and REI agrees to terminate its Distributor
Agreement with Pall dated September 1, 1993, pending favorable vote by REI
shareholders.
Furthermore, Xxxxxxx Xxxxxx agrees to resign his position on the Board of REI
once this transaction is formalized.
Agreed to by Pall Corporation Agreed to by REI
Name: /s/ XXXXXXX XXXXXX Name: /s/ XXXXX X. XXXXXX
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Xxxxxxx Xxxxxx Xxxxx X. Xxxxxx
Title: Vice President Title: President
Date: July 17, 2000 Date: July 17, 2000
Attachment: Exhibit A
EXHIBIT A
CONSENT TO ACTION WITHOUT A MEETING OF
THE BOARD OF DIRECTORS OF
ROCHEM ENVIRONMENTAL, INC.
Pursuant to the Utah Revised Business Corporation Act ("URBCA"), which
authorizes the taking of action by unanimous written consent of the Directors
and the shareholders, without a meeting, the undersigned, constituting all of
the Directors and a majority of the shareholders ("Majority Shareholders") of
Rochem Environmental, Inc., a Utah corporation ("Company"), hereby acknowledge
the following statements and give their unanimous written consent and take the
following action:
WHEREAS, the Board of Directors and the Majority Shareholders of the
Company believe it is in the best interest of the Company to declare its
distribution agreement with Pall Corporation terminated;
WHEREAS, the Board of Directors and the Majority Shareholders believe it
is in the best interest of the Company to issue a promissory note for payment of
debts owed to Pall Corporation, for the principal sum of $480,136.67, with
principal accruing at a rate of 10% per annum, with interest payable on
September 30, 2000 and every three months thereafter, and which entire principal
shall be due on or before December 31, 2002;
NOW, THEREFORE, BE IT RESOLVED, that the appropriate officers are hereby
authorized, instructed, and directed to enter into an agreement with Pall
Corporation wherein the Company and Pall Corporation agree to render the
Distribution Agreement dated September 1, 1993 by and between Separation
Technology Systems, Inc. and Rochem Separation Systems, of which the Company and
Pall Corporation are successors in interest, respectively, terminated and of no
force and effect, in exchange for Pall Corporation returning 8,589,714 shares of
Company common stock to the Company. Nothing contained herein this agreement
shall be construed to imply that REI cannot compete with Pall using alternative
technologies in any market.
RESOLVED FURTHER, that the appropriate officers of the Company are
authorized, instructed and directed to enter into a promissory note at the terms
and conditions set forth above.
RESOLVED FURTHER, that the appropriate officers of the Company be, and
each of them hereby is, empowered, directed and authorized to do and perform, or
cause to be done and performed, deliver, or cause to be made, executed, and
delivered, all such agreements, undertakings, documents, instruments or
certificates in the name and on behalf of the Company or otherwise as such
officers may deem necessary or appropriate in order to effectuate or carry out
fully the purpose and intent of each and all the foregoing resolutions.
IN WITNESS WHEREOF, the undersigned, being all of the members of the Board
of Directors and the Majority Shareholders of Rochem Environmental, Inc., a Utah
corporation, do hereby execute this consent effective the ____th day of July,
2000.
DIRECTORS: MAJORITY SHAREHOLDERS:
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(constituting 65% of the outstanding
shares)
_____________________________ _______________________________
(_______ shares)
_____________________________ _______________________________
(_______ shares)
_____________________________ _______________________________
(_______ shares)
_____________________________ _______________________________
(_______ shares)
_____________________________ _______________________________
(_______ shares)
