EXHIBIT 10.2
CONSENT OF NOTEHOLDERS OF BIONUTRICS, INC.
WHEREAS, INCON INTERNATIONAL, INC. an Illinois corporation ("Purchaser")
has entered into a Purchase and Sale Agreement effective as of the 31st day of
October, 2005 by and among Asia Pacific Investment Holdings, Ltd. ("Asia
Pacific"), INCON Technologies, Inc.("INCON"), Bionutrics, Inc., Bali Holdings,
L.L.C., INCON Processing, L.L.C., X.X. Xxxxxx ("Xxxxxx") and Xxxx X. Xxxxxx
("Xxxxxx") pursuant to which Asia Pacific and INCON ("Sellers") have agreed to
sell to Purchaser all of their collective, equally shared, membership units in
INCON Processing, L.L.C. (the "Company");
WHEREAS, Sellers each own 50% membership units in the Company (the
"Membership Interests");
WHEREAS, Xxxxxx and Xxxxxx each own 20% of the membership units in Bali,
(the "Bali Interests") and in connection with the purchase and sale of the
Company, Xxxxxx and Xxxxxx have agreed to convey the Bali Interests to the
Sellers;
WHEREAS, Xxxxxx has agreed in connection with these transactions to
forgive Bali from its obligations under that certain Promissory Note in the
amount of $900,000.00;
WHEREAS, Sellers have agreed to convey the Membership Interests in the
Company to Purchaser, and Xxxxxx and Xxxxxx have agreed to convey the Bali
Interests equally to Sellers, and in connection therewith, Sellers have entered
into a consulting agreement for a period of 5 years commencing November 1, 2005
pursuant to which the Company shall pay the Consulting Fee provided for therein,
in a possible total amount of $300,000.00 for each of the respective Sellers,
subject to acceleration in the event of the happening of certain events and
otherwise as described therein and to transfer certain tocotrienol processing
technology to Sellers; and
WHEREAS, the transfer of Membership Interests in the Company is subject
to approval of the Board of Directors of Bionutrics, Inc. and the Note Holders
of that certain Non-Revolving Note by and between Bionutrics and the Note
Holders (as defined below);
Now therefore, the Note Holders agree and consent to this transaction and
to the waiver of their respective liens on the assets and properties of
Bionutrics as they relate to the Company, as set forth below;
1. Bionutrics, Inc. has previously entered into a certain
Non-Revolving Note with Xxxxxxx X. XxXxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx
Xxxxxxxxxx, Ropart Investments, HealthSTAR Communications, HealthSTAR Holdings,
Xxxxxx X. Xxxx, and Xiagen Ltd. (the "Note Holders"), as a result of which the
Note Holders are entitled to have their respective liens on the assets and
properties of Bionutrics and the further right to approve
and consent to, or to disapprove and not to consent to, the transfer of the
Membership Interests in the Company.
2. The Note Holders have reviewed a copy of the Purchase and Sale
Agreement and related documents, copies of which were provided to each of the
Note Holders and a copy of which is attached hereto as Exhibit A.
3. The Note Holders hereby approve the transfer of the Membership
Interests on the terms of and pursuant to the Purchase and Sale Agreement and
consent to the transfer of the membership units of the Company as provided for
in the Purchase and Sale Agreement and to all of the other terms, conditions,
and consideration set forth in the Purchase and Sale Agreement, and in
accordance therewith, the Note Holders hereby formally waive each of their
respective liens on the assets and properties of Bionutrics as they relate to
the Company; provided, however, that Bionutrics shall enter into that certain
Escrow Agreement, a copy of which is attached hereto as Exhibit B, pursuant to
which Bionutrics shall agree that any proceeds received in respect of the
Purchase and Sale Agreement shall be substitute collateral for the interests
sold thereunder and that any cash proceeds thereof shall immediately be
delivered to and held in escrow by Alley, Xxxxx, Xxxxxx & Xxxxxxx, P.A., 000
Xxxxx Xxxxxxxxx Xxx, Xxxxx 000, X.X. Box 431, Palm Beach, FL 33480, for
distribution in accordance with the terms of the Non-Revolving Note.
IN WITNESS WHEREOF, the undersigned Note Holders have executed this
approval and consent of the transfer of Membership Interests as required by that
certain Non-Revolving Note, as of the 8th day of November, 2005.
HealthSTAR Holdings, LLC HealthSTAR Communications
By: ___________________________ By: ___________________________
Name: _________________________ Name: _________________________
Title: ________________________ Title: ________________________
Ropart Investments, LLC Xiagen, Ltd.
By: ___________________________ By: ___________________________
Name: _________________________ Name: _________________________
Title: ________________________ Title: ________________________
_______________________________ _______________________________
Xxxxxxx X. XxXxxxxxx Xxxxxxx Xxxxxxx
_______________________________ _______________________________
Xxxxxx X. Xxxx Xxxx Xxxxxxxxxx
