March 27, 2007 Directors Jano Holdings Limited International Commercial Centre, Suite F8 Main Road Casemates, Gibraltar Re: Facility Agreement, Debenture & Warrants for Advance Nanotech Dear Sirs:
March
27,
2007
Directors
Jano
Holdings Limited
International
Commercial Centre, Suite F8
Main
Road
Casemates,
Gibraltar
Re:
Facility Agreement, Debenture & Warrants for Advance Nanotech
Dear
Sirs:
On
May
3rd
2004,
JANO HOLDINGS LIMITED (“JANO”) first made available to Advance Nanotech, Inc.
(the “Company”) a senior secured facility (the “Credit Facility”), pursuant to
which JANO made available to the Company one or more loans in the aggregate
principal amount of up to Twenty Million Dollars ($20,000,000) dollars. The
Company has repaid the principal and interest outstanding on the Credit
Facility.
In
exchange for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, JANO and the Company mutually desire to cancel,
effective immediately, the Credit Facility and associated security agreement
(the “Security Agreement”) and warrants (the “Warrants”) to purchase 6,666,666
shares of the Company’s common stock (the “Common Stock”), at $1.25.
We
kindly
request that you sign this letter below to acknowledge your agreement to
the
above and your agreement to cancel the Credit Facility, associated Security
Agreement and the Warrants.
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Very
truly yours,
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ACKNOWLEDGED
AND AGREED
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Jano
Holdings Limited,
|
|
|
a
Delaware corporation
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a
Gibraltar corporation
|
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By:
_______________________________
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By:
_______________________________
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|
Xxxx
Xxxxxxxxx
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Director
|
|
Chief
Executive Officer
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