EXHIBIT NO. 2(C)
ULTRA CLEAR MANUFACTURING & DISTRIBUTING LIMITED
Abbotsford Office - Unit 300 - 00000 Xxxxxxxx Xx., Xxxxxxxxxx, X.X., X0X 0X0
- Phone: (000) 000-0000 - Fax: (000) 000-0000
Vancouver Office - 800 - 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, X.X. X0X 0X0
- Phone: (000) 000-0000 - Fax: (000) 000-0000
January 31, 1997
Re: Purchase Option Agreement to Acquire Shares of
"La Compagnie Ultra-Claire Inc."
BETWEEN: XXXXXX XXXXX
c/o La Compagnie Ultra-Claire Inc.
000 Xxxxx Xxxxxxx
Xxxxxxxx, Xxxxxx
X0X 0X0
AND:
ULTRA CLEAR MANUFACTURING & DISTRIBUTION LIMITED
000-000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, X.X.
X0X 0X0
WHEREBY Xxxxxx Xxxxx ("Xxxxx") is the registered holder of 3,525 Category G.
Shares and 90 Category B Shares of La Compagnie Ultra-Claire Inc. (the
"Shares");
WHEREBY Ultra Clear Manufacturing and Distributing Limited ("Ultra Clear")
wishes to purchase the Shares from Xxxxx for the following cash and share
consideration;
NOW THEREFORE BE IT RESOLVED THAT:
1. Ultra Clear Manufacturing and Distributing Limited ("Ultra Clear")
shall have an option to purchase the Shares from Xxxxx for the
following cash and share consideration:
a. $21,500 cash payable as follows:
b. $8,000 on signing on or about February 1,
1997,
c. $5,500 on or before March 1, 1997,
d. $4,000 on or before April 1, 1997,
e. $4,000 on or before May 1, 1997,
Ultra Clear, as its opti on, may make any payments at
an earlier date and in such event, at such time as
all due payments are made, all the shares shall be
delivered to Ultra Clear.
f. The issuance of 35,000 common shares of
Ultra Clear by May 1, 1997, subject to any
required regulatory approvals and hold
periods.
2. Xxxxx represents and warrants to Ultra Clear:
a. That the Shares are all of the shares of La Compagnie
Ultra-Claire Inc. ("Ultra-Claire") that are owned directly,
indirectly or beneficially by him. b. That he has no right,
title or option to acquire any further shares of Ultra-Claire
and that should any exist or be acquired, they shall be
included as part of this purchase with no further compensation
required for transfer to Ultra Clear, and Xxxxx shall sign any
required documentation in this regard.
3. The Parties agree that the Shares will be held in trust with Xxxxxx and
Xxxxxx until the purchase has been completed. The purchase funds are
being generated from the cash-flow from Ultra-Clear and Ultra-Claire.
Ultra Clear will make the payments outlined in p.1a) and 1b) for so
long as the current and short term projected cash-flows are not
significantly disrupted. If for any reason whatsoever the purchase is
not completed and Xxxxx should decide to terminate the balance of the
purchase option, then a number of shares equivalent to the percentage
of $42,000 paid by Ultra Clear up to that point, pro-rated for each
share category, will be transferred firstly to Ultra Clear and the
balance refunded to Xxxxx.
For the purposes of the above calculation, the 35,000 share issuance of
Ultra Clear will be deemed to be a payment of $20,500.
4. Xxxxx shall have the right to terminate the option if an only if Ultra
Clear fails to make any of the cash or share payments in the time
specified within this agreement. In such instance, Xxxxx shall deliver
a default notice by facsimile transmission to Ultra Clear at
0-000-000-0000 and Ultra Clear will have five (5) business days to
remedy such default or the option will automatically terminate.
5. This Agreement shall supercede any previous agreements including but
not limited to the September 10, 1994 Agreement and the June 13, 1995
Agreement (executed June 22, 1995) and any and all other Agreements
either written or verbal.
The Parties hereto agree this 31st day of January, 1997.
ULTRA CLEAR MANUFACTURING
& DISTRIBUTING LIMITED
/s/ Xxxxxxx X. Aelicks
Xxxxxxx X. Aelicks
/s/ Xxxxx Xxxxx
Xxxxx Xxxxx
XXXXXX AND XXXXXX
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxx Xxxxx
Xxxxxxx Xxxxxxx Xxxxxx Xxxxx
