EX-2
STOCK PURCHASE AND SEVERANCE AGREEMENT
THIS AGREEMENT dated as of the 4th day of February, 2003 by
and among Fermtech AS, a joint stock company incorporated in the
kingdom of Norway ("Fermtech"), Igene Biotechnology, Inc., a
Maryland corporation, U.S.A. ("Igene"), Xxxxx Xxxx ("Xxxx") and
Per Benjaminsen ("Benjaminsen").
WHEREAS, Igene own 10,000 shares of common stock (being all
of the issued and outstanding shares and herein referred to as
"the Shares") of ProBio Nutraceuticals AS, referred to also as
Igene Norway AS ("ProBio"), a joint stock company incorporated
under the laws of the Kingdom of Norway (Business Registration
Number NO 982 197 902 MVA);
WHEREAS, Fermtech is desirous of buying from Igene and Igene
is desirous of selling to Fermtech all of the Shares;
WHEREAS, Ulve is the Chief Executive Officer of Igene and
Benjaminsen is the Chief Operating Officer of Igene pursuant to
Agreements dated October 9, 2001.
WHEREAS, Igene, Ulve and Benjaminsen are desirous of finding
an amicable severance solution for Ulve from the position as the
CEO of Igene and Benjaminsen from the position of Director of
Marketing and Sales of ProBio and the termination of the
aforementioned Agreements;
NOW, THEREFORE, WITNESSETH, in consideration of these
premises and the mutual covenants, agreements, representations
and warranties contained herein, the parties hereto hereby agree
as follows:
1. Fermtech shall purchase the Shares from Igene in
exchange for 7,000,000 shares of Igene currently owned by
Fermtech.
2. 2,000,000 of the shares of Igene shall be delivered to
Xx. Xxxxx Xxxxxx at XxXxxxx Xxxxx to be held in escrow. Provided
Benjaminsen remains employed by Igene (or any subsidiary or
affiliate) through 2003, 1,000,000 shares shall be released from
escrow and returned to Fermtech. Provided Benjaminsen remains
employed by Igene (or any subsidiary or affiliate) through 2004,
the remaining 1,000,000 shares shall be released from escrow and
returned to Fermtech. In the event Benjaminsen does not fulfil
the employment with Igene as aforesaid, the shares shall be
delivered to Igene.
3. The existing Agreement of Benjaminsen dated October 9,
2001 shall be considered to be void. Additionally, Benjaminsen
shall resigns/cancels any employment relationship with ProBio
effective December 31, 2002, to work full time for Igene from
same date, under the terms of a new agreement to be established
by Benjaminsen and Igene. Under this agreement the
title/position, allowances and other compensation terms of
Benjaminsen might be changed by Igene, but Benjaminsen will
retain the current base salary of US$ 100,000 annually and the
ability to earn options outlined in the aforementioned
agreement.
4. The outstanding receivables and payables as of November
1st between Igene and ProBio shall be cancelled. For ProBio the
receivable is $585,364,84.00 (NOK 4,033,163.76 at NOK/USD 6,89)
due by Igene to ProBio. For Igene the receivable is $4,250.01 (or
NOK 29,282). All of these plus any incurred to date, with the
exception of the following, will be forgiven. An invoice for
December 2002 of $20,410.00 (NOK 148,918.86, Benjaminsen salary,
Ulve salary, and audit cost from KPMG related to translation of
financial statements for year ended 2001 etc), less salary for
Ulve $9,585., less tax and personal insurance $1,252, net $9,573
will be assumed by Igene and paid.
5. The existing Assignment Agreement of Xxxxx Xxxx dated
October 9,2001 shall be considered to be void, except for options
as mentioned below. Ulve will resign as CEO of Igene, as well as
resigning his position on the Board of Directors, effective
December 31st 2002 and is to receive no additional salary or
benefits from Igene. The parties acknowledged that Ulve has
earned options for 3,333,333 shares of Igene @ $0.08 which
options shall be valid and executable until January 22, 2004.
6. Representations and Warranties of Igene. Igene
represents and warrants to Fermtech as follows:
a. It possesses all requisite power and authority
necessary to carry out the transactions contemplated by this
Agreement.
b. It owns beneficially and of record and has good and
marketable title to the Shares, free and clear of all liens.
c. To the best of its knowledge, the books and records of
ProBio accurately reflect the assets and liabilities of ProBio
and it has or knows of no claims or obligations, actual or
alleged which are not reflected in the books and records of
ProBio.
7. Representations and Warranties of Fermtech. Fermtech
represents and warrants to Igene as follows:
a. It possesses all requisite power and authority
necessary to carry out the transactions contemplated by this
Agreement.
b. It owns beneficially and of record and has good and
marketable title to the 7,000,000 shares of Igene, free and clear
of all liens.
8. Akvaforsk. Igene acknowledges that Akvaforsk claims
that it is due approximately $40,000 from ProBio and/or Igene.
The parties hereto agree that any sums due to Akvaforsk related
to the Igene Modelling Project, are the obligation of Igene.
Igene shall, at its expense, defend this claim and shall
indemnify ProBio against the claim and any expenses incurred by
ProBio in defending same.
9. Web domains. Igene and ProBio will split the current
Igene web pages; all feed related material to be used by Igene
and all nutraceutical related material to be used by ProBio. The
current web site itself and the domain xxx.xxxxxx.xx will be
retained by ProBio, and Igene will retain xxx.xxxxx.xxx.
10. Names, Trademarks, Patents. ProBio has no names,
trademarks or patents, except the Trademark "Rubia". It is agreed
that Igene retain rights to all names, trademarks, and patents
related to Igene's feed ingredient business, including the use of
the trademark AstaXin(R), and the name "Igene Norway", developed
before or during the period when both companies were combined.
ProBio will retain the right to its only registered trade name
"Rubia" for Nutraceutical use.
11. Fees. All fees and expenses incurred by any party in
connection with this Agreement will be borne by such party.
12. Miscellaneous. All relevant material, archives,
sensitive information related to AstaXin(R), production of
AstaXin(R), trade secrets, etc will be returned safely to Igene,
or destroyed in agreement with instructions from Igene.
IN WITNESS WHEREOF, the parties hereto have causes this
Agreement to be duly executed as of the day and year first above
written.
ATTEST/WITNESS IGENE BIOTECHNOLOGY, INC.
BY: /S/ XXXXXXX XXXXXXXX
____________________ __________________________ (SEAL)
XXXXXXX XXXXXXXX
Chairman of the Board
FERMTECH AS
BY: /S/ PER BENJAMINSEN
____________________ __________________________ (SEAL)
PER BENJAMINSEN
/S/ XXXXX XXXX
____________________ __________________________ (SEAL)
XXXXX XXXX
/S/ PER BENJAMINSEN
____________________ __________________________ (SEAL)
PER BENJAMINSEN
