AGREEMENT
THIS AGREEMENT is made and entered into as of the 10th day of
December 1995, by and between Nordion International Inc. ("Nordion") and Food
Technology Services, Inc. ("FTSI").
WHEREAS, FTSI wishes to establish a long term financing
arrangement for its operations and establish alliances with third parties to
assist its strategic direction; and
WHEREAS Nordion is willing to assist in providing continued
financing to FTSI and introduce others who may be able to assist FTSI.
NOW, THEREFORE, the parties agree as follows:
1. Nordion will convert into shares of Common Stock of FTSI
all of the interest named through March 31, 1996 on its
loan to FTSI in the principal amount of approximately $3.8
US million.
2. For the term of this Agreement Nordion will convert to
stock a portion of its existing loans to FTSI to ensure
FTSI will maintain a net equity of at least $1,000,000 to
April 30, 1996.
3. For the term of this Agreement, Nordion will advance as
loans to FTSI sufficient cash to enable FTSI to meet its
obligations as they come due and payable, all in
accordance with the plan agreed by the parties.
4. For the term of this Agreement, the conversion price at
which Nordion may convert all amounts due it, as referred
to in 1, 2 and 3 above and its loan to FTSI in the
principal amount of approximately $3.8 US million, into
shares of Common Stock is the lesser of the market price
at the time of conversion and $.80 US per share. In the
event all of the indebtedness were currently converted
into shares of Common Stock of FTSI, Nordion would own
approximately 60% of FTSI's outstanding shares of Common
Stock.
5. FTSI agrees not to issue any additional shares of Common
Stock without Nordion's written approval during the term
of this Agreement.
6. The term of this Agreement shall be from the date hereof
until April 30, 1996.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be signed by their duly authorized officers as of the date above written.
ATTEST NORDION INTERNATIONAL INC.
By:
ATTEST FOOD TECHNOLOGY SERVICES, INC.
By:
