Exhibit 10.2
To: X. XXXXXXXX INVESTMENTS CANADA LIMITED
DATE: SEPTEMBER 13, 2002
RE: X. Xxxxxxxx Investments Canada Limited loan
advance to D'Angelo Brands Ltd.
And Xxxxx X'Xxxxxx - $1,200,000.00 (the "Loan")
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IN CONSIDERATION of and so as to induce you to make the Loan we agree to:
(i) pay to you a loan commitment fee for the Loan in the amount of
$600,000.00 to be disbursed from the Loan advance and earned October 1,
2002;
(j) immediately issue to you warrants to purchase in total 4,000,000 free
trading shares of the Corporation exercisable in whole or in part, at any
time, at U.S. $0.175/share, expiring September 13, 2007;
(k) immediately issue to Xxxxxxx Xxxxxxxx 500,000 free trading shares of the
Corporation in payment of services rendered by him on behalf of the
Corporation.
This issuance of the warrants and shares of the Corporation as
aforesaid satisfies outstanding obligations of the undersigned regarding shares
of the Corporation previously agreed by us to be issued to you.
DATED at Vaughan, Ontario, September 13, 2002.
D'ANGELO BRANDS LTD.
per: --------------
Xxxxx X'Xxxxxx, A.S.O
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Xxxxx X'Xxxxxx
