NATUROL HOLDINGS, INC.
0000 Xxxxxxxxx Xxx
Xxx Xxxxx, Xxxxxx 00000
Xx. Xxxxxx Xxxxxxx
MGA Holdings Limited
Xxxxxxx Xxxxx, Xxxxx Xxxxxx
Xx. Xxxxxx, Xxxxxx XX0 0XX, Channel Islands
United Kingdom
Ms. Xxxxx Le Main
Willow Holdings Inc
Ansbacher Trustees (Jersey) Ltd.
0/00 Xxxxxxxxx Xxxxx
Xxxx Xx.
Xx. Xxxxxx, Xxxxxx, Xx0 8US, Channel Islands
United Kingdom
RE: Letter Agreement between Naturol Holdings LTD., NATUROL INC., MGA
Holdings Limited, and Willow Holdings, Inc.
Gentleman:
As a result of recent discussions relative to Naturol Holdings Ltd. and
Naturol, Inc., a wholly owned subsidiary of Naturol Holdings Ltd. inability
to make the license payments as required in the license agreement with MGA
Holdings Limited, the parties have agreed to formalize their agreement in
this "Letter Agreement."
THIS LETTER AGREEMENT is executed by and among Naturol Holdings, Inc. and
Naturol, Inc., (collectively "Naturol"), MGA Holdings Limited ("MGA"), and
Willow Holdings, Inc. ("Willow"), on this 18th day of September 2002.
WHEREAS, on or about August 20, 2001, Naturol, Inc., a Nevada corporation
which became a wholly owned subsidiary of Naturol Holdings Ltd. on or about
January 17, 2002, entered into a license agreement with MGA (the "License
Agreement") whereby Naturol acquired the exclusive rights to a process and
apparatus for preparing extracts and oils from natural plants and other
matters, which process was covered by PCT Patent applications as defined in
the License Agreement. Additionally, the License Agreement called for the
payment of certain obligations including but not limited to payment of
royalties of 8% and an annual payment of $360,000.
WHEREAS, Naturol has paid a total of $50,000 towards the first years annual
payment of the $360,000.
WHEREAS, Willow received 9,331,321 post split shares of Naturol Holdings Ltd.
common stock in the merger between Naturol Holdings Ltd. (formerly Coronado)
and Naturol, Inc.
WHEREAS, Naturol received correspondence from MGA indicating MGA's intention
to default Naturol on the License Agreement, and take a course of action
including termination of the License Agreement. On or about April of 2002,
MGA informed Naturol that MGA would not take a default action against Naturol
for its failure to make payments under the terms of the License Agreement and
to meet its commercial obligations under the terms of the License Agreement;
however no continuing term for the waiver of default was agreed upon.
NOW THEREFORE, in an effort to resolve their differences, the parties have
agreed to take the following actions:
1. MGA waives all payment obligations by Naturol under the License
Agreement up to this date of September 18, 2002.
2. MGA and Naturol agree to execute an amended and restated non-exclusive
license agreement ("Amended Non-exclusive License Agreement"). This Amended
Non-exclusive License Agreement will supercede all terms and conditions of
the License Agreement.
3. Naturol has the option of converting the Amended Non-exclusive License
Agreement to an exclusive license agreement, based upon the terms and
conditions reflected in the Non-exclusive License Agreement, which include
the payment of certain annual monetary obligations to be referenced therein.
4. Willow, concurrent with the effectiveness of this agreement, and the
execution by MGA and Naturol of the Amended Non-exclusive License Agreement
will return to Naturol, 9,331,321 shares of common stock of Naturol issued to
Willow in exchange for the License Agreement.
5. MGA and Naturol agree that MGA or its assigns will manage, on behalf of
Naturol, Naturol's interest in its subsidiary, Naturol Canada Limited, which
is 49% owned by Naturol and 51% owned by Xxxxx Xxxx and held in trust for
Naturol. Naturol will be provided access to all technological developments
relating to the technology as referenced in the Amended License Agreement,
which technology is being further developed at the Xxxxxx Xxxxxx Island Food
Technology Centre in Canada. MGA will assume and indemnify Naturol of all
outstanding financial obligations incurred by Naturol or Naturol Canada
Limited in reference to the activities of Naturol Canada Limited, including
but not limited to the obligations to the National Research Council of Canada
Industrial Research Assistance Program Contribution to Firms Agreement.
Additionally, MGA will continue to pay all future financial obligations of
Naturol Canada Limited relating to obligations of Naturol Canada Limited to
National Research Council of Canada Industrial Research Assistance Program
Contribution to Firms Agreement.
6. MGA will assume all financial obligations relating to patent and
licensing issues, including past obligations by Naturol to the firm of Xxxxxx
& Xxxxxx, patent counsel. MGA will provide Naturol with access to all the
benefits of the patents, copyrights, and other intellectual property rights
which are derived from or in relation to the technology referenced in the
Amended License Agreement.
7. All parties to this Letter Agreement, including the individuals and or
entities executing this Letter Agreement in agreement thereof, waive any
rights to any claims each may have against the other in relation to either
the non-payment of any license fees or any other terms or conditions of the
License Agreement or purported default thereof, if any.
This Letter Agreement is agreed to this 18th day of September, 2002, by and
among the following parties:
MGA HOLDINGS, INC.
By: /s/Xxxxxx X X Xxxxxxx
Xxxxxx X X Xxxxxxx, Director
WILLOW HOLDINGS, INC.
By: /s/ Xxxxxxxx Xxxxx
Director
NATUROL HOLDINGS LTD.
By: /s/Xxxxx Xxxx
Xxxxx Xxxx, President
Agreed to by:
Naturol Canada Limited
By: /s/Xxxxx Xxxx
Xxxxx Xxxx
Agreed to individually by:
/s/Xxxxx Xxxx
Xxxxx Xxxx
/s/Xxxx XxXxxxx
Xxxx XxXxxxx
