Med-Tech Solutions, Inc.
Exhibit
10.1
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June
14, 2007
Dear
Sirs,
We
refer to the Acquisition Agreement
dated March 26, 2007 (“Acquisition Agreement”), among The Four Rivers BioEnergy
Company Inc., a Kentucky corporation (“Company”), certain shareholders of the
Company (“Shareholders”), and Med-Tech Solutions, Inc., a Nevada corporation
(“Purchaser”), providing for the purchase of the Company by the Purchaser and
certain provisions relating to the financing and construction of a bio ethanol
production plant in Kentucky. Terms not otherwise defined in this
variation agreement, (“Variation Agreement”) shall have the meanings assigned to
them in the Acquisition Agreement.
This
Variation Agreement is intended to
modify only those provisions as set forth herein. The balance of the
Acquisition Agreement shall be deemed unchanged by any of the provisions of
this
Variation Agreement and otherwise confirmed in all respects.
Section
1.
The
Company has raised concerns that
certain of the conditions precedent to Completion may prove difficult
to achieve by the Company within the time periods envisaged for
Completion. After considering your submissions, the Purchaser
acknowledges that it may not be possible for the Company to comply with the
terms of conditions precedent Nos. 2, 4 and 6 as set in the Schedule 7 of
Conditions Precedent. Accordingly the Purchaser hereby agrees to the
following:
Provided
the Purchaser can be satisfied
prior to Completion that:
(a) The
discussion of the Company with financing sources are sufficiently far advanced
with relevant banks and financial institutions to justify the view that
necessary loan financing and credit facilities will become available within
a
period of not more than four months from Completion in sufficient amounts to
fund the Project based on the criteria referred to in the Completion Agreements,
the Purchaser will not require the delivery of executed agreements with banks
and/or financial institutions as a necessary prerequisite to Completion,
and
(b) The
discussions of the Company with a suitably experienced and reliable contractor
willing and able to provide the engineering, procurement and construction
services in a manner which is consistent with the required criteria for
construction of the bio ethanol plant as contemplated by the Project in
accordance with the Plan and Budget to justify the view that you will be in
a
position to sign a contract providing for such services within a period of
four
months of Completion, the Purchaser will not require the production of an
executed contract (the EPC contract) with such contractor as a necessary
prerequisite to Completion.
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(c) The
employment agreements may be with such persons as the Shareholders decide,
provided that they are with persons with the requisite skills to implement
the
Project and the Business and the terms of the agreements are reasonably
acceptable to the Purchaser.
(d) The
Purchaser’s acceptance of the above modifications set forth in (a) and (b) will
be subject to being provided with evidence in writing that the discussions
of
the Company with the banks/financial institutions and with the EPC contractor
are sufficiently advanced to justify the view that contracts will be signed
within the periods of time set out above. The decision concerning whether such
discussions are sufficiently far advanced to justify dispensing with executed
agreements/contracts prior to Completion shall be entirely within the discretion
and control of the Purchaser.
Section
2.
The
following are additional
modifications to the Acquisition Agreement that the parties thereto wish to
make
as an accommodation to each other with the object of being able to achieve
Completion. To the extent that the modifications below only reference
one provision in the Acquisition Agreement, it is the intention of the parties
that all such related or dependent or similar provisions are similarly modified
so as to implement the intent of this Variation Agreement.
(a) The
Definitions Section is hereby modified to reflect that the Main Funding shall
result in not less than net proceeds to the Purchaser of $35,000,000 but the
Main Funding may be as much as $65,000,000 in gross proceeds, and the Purchaser
is hereby permitted to issue securities in such amount as it may be required
to
complete the Main Funding. Accordingly, the definition of Private
Placement is also correspondingly modified.
(b) The
Definitions Section is hereby modified to reflect that the Financial Statements
that may be required of the Company will be those that comply with the rules
and
regulations of the Securities Exchange Commission of the United States, which
may be of a date subsequent to June 30, 2007, therefore, the Purchaser will
have
the right to demand such required Financial Statements in lieu of those in
the
definition of Financial Statements.
(c) Section
3.3, is hereby modified to permit the percentage therein set forth to be
adjusted depending on the number of Shares are sold in the Main Funding, such
that the percentage may be reduced to approximately 25.82% and therefore such
percentage as stated therein is not a minimum. It is further
understood that immediately after the Completion Date, the Company will have
adjusted its outstanding shares of common stock so that it will have no more
than 128,042,778 shares issued and outstanding if the Main Funding is
$38,500,000 in gross proceeds and 157,487,222 shares issued and outstanding
if
the Main Funding is $65,000,000 in gross proceeds, all in accordance with a
schedule agreed between the Shareholders and the Company.
(d) Section
16.4, is hereby modified to permit the Completion to be within two weeks after
the termination of the offering of securities in the Main Funding which
currently contemplates an offering period ending on August 26, 2007 subject
to
extension by the Purchaser in agreement with the exclusive placement agent
of
not more than 30 days.
(e) The
Company and the Shareholders have reviewed the offering documents of the
Purchaser for use in the Main Funding and the information therein set forth
about the Company, the Project, Business Plan and the Business does not contain
an untrue statement of a material fact nor omits to state a material fact
necessary in order to make the statements contained therein, in light of the
circumstance under which they were made, not misleading.
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Section
3.
This
letter is intended to operate and
shall be construed as a formal contract amendment. By signing the counterpart
you agree to inform your Shareholders of the contents and they will be
deemed to have knowledge of the contents and to have accepted the terms set
out in this letter.
Please
sign the counterpart of this
letter by way acceptance of the variations as now confirmed.
Yours
truly
/S/
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President
The
Four Rivers Bio-Energy Company Inc
hereby acknowledges receipt of the letter of which this is a counterpart
and confirm our acceptance of the contract variation in the above
terms.
/S/
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President
Accepted
and Agreed this 14th day of June, 2007
Confirmed
by:
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