NATUROL HOLDINGS, INC.
0000 Xxxxxxxxx Xxx
Xxx Xxxxx, Xxxxxx 00000
Xx. Xxxxxxx
MGA Holdings Limited
Xxxxxxx Xxxxx, Xxxxx Xxxxxx
Xx. Xxxxxx, Xxxxxx XX0 0XX, Channel Islands
United Kingdom
Xx. Xxxx XxXxxxx
Willow Holdings
Ansbacher (Jersey) Ltd.
0/00 Xxxxxxxxx Xxxxx
Xxxx Xx.
Xx. Xxxxxx, Xxxxxx, Xx0 8US, Channel Islands
United Kingdom
RE: Letter Agreement between Naturol Holdings, Inc., MGA Holdings
Limited, and Willow Holdings
Gentleman:
As a result of recent discussions relative to Naturol Holdings, Inc. and
Naturol, Inc., a wholly owned subsidiary of Naturol Holdings, Inc. inability
to make the license payments as required in the license agreement between MGA
Holdings Limited, formerly Naturol Limited, and Naturol, Inc., a Nevada
corporation, 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, Inc. on or about
January 17, 2002, entered into a license agreement (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 annual payment of
the $360,000.
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;
however no continuing term for the waiver of default was agreed upon.
WHEREAS, 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 the amended and restated non-exclusive
license agreement ("Amended Non-exclusive License Agreement"), a copy of
which is attached to this Letter 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 as 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. 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 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
Xxxx XxXxxxx,
NATUROL HOLDINGS INC.
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
