May 5, 2003
The Director of
529473 BC Ltd.
0000 Xxxxxxxxx Xxxx Xxxxxxx, XX
Attention: Xxxx Xxxxxxxxxxx
Dear Sir:
Re: Termination of the License Agreements dated September 21, 2000
We provide this binding letter (the "Letter of Agreement") to confirm our
agreement to terminate all License and research agreements between 529473 BC
Ltd. (Formerly, Thermo Enzyme Products Inc.) and Duro Enzyme Solutions Inc.
(both the BC Company and the Nevada Company). (the "Transaction"). We confirm
that this letter of Agreement has been prepared to set out the terms and
conditions of the Transaction. We also confirm this Letter of Agreement is
binding on all parties.
1. DEFINITIONS. For the purpose of this Letter of Agreement the
following terms shall be defined as follows:
(a) "DESI-BC" means Duro Enzyme Solutions Inc. (a BC Company);
(b) "DESI-US" means Duro Enzyme Solutions Inc. (A Nevada Company);
(c) "DEPI" means Duro Enzyme Products Inc.;
(d) "529473" means 529473 BC Ltd.;
(e) "Regulatory Authorities" means the relevant regulatory authorities
applicable to DESI, DEPI and, Bruden, respectively and "applicable
securities laws" means the securities laws of the Regulatory
Authorities, as applicable.
2. REPRESENTATIONS BY 529473. This Letter of Agreement is based upon
the following representations and warranties made by us:
(a) 529473 is duly incorporated as a private company, validly exists and
is in good standing with respect to all filings required under the
Laws of BC; and
(b) 529473 has good and sufficient right and authority to enter into and
complete the transactions contemplated by this Letter of Agreement
on the terms and conditions set forth herein.
3. REPRESENTATIONS BY DESI-BC, DESI-US AND DEPI. This Letter of
Agreement is based upon the following representations and warranties
made by You:
(a) DESI-BC is duly incorporated as a private company, validly exists
and is in good standing with respect to all filings required under
the Laws of Canada.
(b) DESI-US is duly incorporated as a private company, validly exists
and is in good standing with respect to all filings required under
the Laws of Nevada.
(c) DEPI is duly incorporated as a Public Company, validly exists and is
in good standing with respect to all filings required under the Laws
of Nevada and its shares are posted for trading pursuant to the OTC
BB facilities of the NASD.
(d) XXXX and DEPI both have good and sufficient right and authority to
enter into and complete the transactions contemplated by this Letter
of Agreement on the terms and conditions set forth herein.
4. TERMINATION AND TERMINATION FEE. DESI-BC and DESI-US agree with
529473 to terminate all license and research agreements, subject to
the terms and conditions of this Letter of Agreement. 529473 agrees
to release DESI-BC, DESI-US and DEPI from its obligations under the
license and research agreements. This includes cancellation of the
Promissory Note for US$2,500,000 and agreement to cancel payment of
any accrued interest amounting to approximately US$284,244.05. In
return, DESI-BC, DESI-US and DEPI agree that all research and work
done can and will be turned over to 529473.
5. ITEMS DISCLOSED TO DESI-BC, DESI-US AND DEPI. All conditions have
all been met by 529473.
6. ITEMS DISCLOSED TO 529473. All conditions have all been met by
DESI-US, DESI-BC and DEPI and such conditions include, but not
limited to, the conditions that:
(a) Representations, warranties and covenants given by DESI-US, DESI-BC
and the DEPI shall be true and correct on and at the Closing;
(b) DESI-US, DESI-BC and DEPI will execute and deliver all such further
documents and instruments and do all such acts and things as may
reasonably be required to carry out the full intent and meaning of
the Letter of Agreement.
7. CLOSING DATE. The Letter of Agreement is closing on May 5, 2003 (the
"Closing").
Please sign and return to us the enclosed copy of this Letter of Agreement to
indicate your agreement to the terms set forth herein.
Yours truly,
DURO ENYZME SOLUTIONS INC. (BC) DURO ENYZME PRODUCTS INC.
/S/ Xxxxx Xxxxx /S/ Xxxxx Xxxxx
------------------------- -------------------------
Xxxxx Xxxxx, President Xxxxx Xxxxx, President
Yours truly,
DURO ENYZME SOLUTIONS INC. (US)
/S/ Xxxxx Xxxxx
-------------------------
Xxxxx Xxxxx, President
529473 hereby accept the terms set forth herein as of the date of this Letter of
Agreement.
Dated the 5th day of May, 2003.
Per:
/S/ Xxxx Xxxxxxxxxxx
-------------------------------------
Xxxx Xxxxxxxxxxx, President
