DEFINITIVE AGREEMENT
This Definitive Agreement dated as of the 19th day of April 2002
BETWEEN:
DURO ENZYME SOLUTIONS INC., a corporation formed under the laws
of the State of Nevada having an address at 00000 Xxxxxx Xxxxxxx,
Xxxxxxx, XX, Xxxxxx, X0X 0X0
AND:
XXXXXXXX PRODUCTS, INC., a company formed under the laws of the
State of New York having an address at 000 Xxxx Xxxxxx, Xxxxxxx,
Xxx Xxxx, XXX, 00000
WHEREAS:
Duro Enzyme Solutions, Inc.'("DESI") and Xxxxxxxx Products Inc. ("PPI) (each a
"Party" and collectively the "Parties") enter into a Definitive Agreement in
which the Parties agree to form a Limited Liability Corporation ("New York
LLC"), under the laws of the State of New York, to be jointly owned, 50% by DESI
and 50% by PPI.
This Definitive Agreement is based upon the following conditions between the
Parties.
a) DESI and PPI will form and incorporate New York LLC, a joint venture
partnership, with 50% ownership by DESI and 50% ownership by PPI.
b) DESI will provide three (3) Directors of New York LLC.
c) PPI will provide three (3) Directors of New York LLC,
d) The Directors of New York LLC will appoint Officers of New York LLC.
e) DESI will provide the financing to launch the first bio-solid receiving,
processing, and gasification facility at the current PPI location.
f) DESI will provide the expertise to New York LLC to market and sell the
end products of bio-solids processing and gasification, specifically and
initially pellets manufactured and produced from bio-solids and sludges, and
energy from gasification of pellets.
g) New York LLC owns all the end products generated by New York LLC.
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h) The management of New York LLC will choose, organize, and implement
strategies to arrange financing to launch the business plan of New York LLC,
whereby PPl will provide all permits, leases, applicable know-how, expertise,
studies, marketing rights, real estate, equipment, facilities, products,
technologies, agreements, letters of intent, letters of understanding,
contracts, and any and all other applicable PPl assets, as well as all benefits
of any and all strategic alliances, to New York LLC,
i) DESI will allocate US$10-million to New York LLC subject to the business
potential, profitability, truth, and success of the business plan being verified
with the completion of the first showcase facility, owned by New York LLC,
located at the current PPl location.
j) DESI and PPl will sign non-compete and non-circumvent agreements
protecting the exclusive rights of New York LLC to each members rights, re-
sources and knowledge which are dedicated to, acquired by and developed by New
York LLC throughout the life of New York LLC.
Based on the foregoing conditions, the Parties will execute this Definitive
Agreement.
DESI represents and warrants that:
i. It is duly organized and in good standing;
ii. It has the authority to enter in to this Definitive Agreement;
iii. It requires no consents or approvals and this Definitive Agreement is
not in violation of any other agreements; and
iv. It is in compliance with all applicable permits and laws.
PPl shall represent and warrant that:
i. It is duly organized and in good standing;
ii. It has the authority to enter in to this Definitive Agreement
iii. It requires no consents or approvals and this Definitive Agreement is
not in violation of any other agreements;
iv. It is not a party to any legal proceeding; and
v. It is in compliance with ail applicable permits and laws.
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Agreed to by:
/s/ Xxxxx Xxxxx
------------------------------------------------
Xxxxx Xxxxx,
President, Dura Enzyme Solutions Inc.
Agreed to by:
/s/ Xxxxx Xxxxxxxx
------------------------------------------------
Xxxxx Xxxxxxxx
President, Xxxxxxxx Products Inc.
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