November 11, 1998
Xx. Xxxxx X. Xxxxx
Link Xxxx House
Rye Road
Sanhurst, Kent TN185PQ
Re: Letter of Agreement
Joint Venture
Dear Xx. Xxxxx:
Over the past several weeks, HumTech, Inc. (HT) and Xxxxx X. Xxxxx (DC), have
worked together in good faith to define and outline an understanding of
agreement on establishing a joint venture arrangement in the United Kingdom.
This Letter of Agreement reflects our most recent discussions and is intended to
provide an initial business strategy we agree to perform under.
The purpose of this letter ("Letter of Agreement") is to outline the manner in
which we intend to proceed. The parties recognize that the transaction will
require further documentation and approvals, including the preparation and
approval of formal agreements, formation of business entities, and setting forth
the terms and conditions of the joint venture. Nevertheless, we execute this
Letter of Agreement to evidence our intentions to proceed in mutual good faith,
to complete work required to negotiate final terms of a joint venture that are
consistent with this letter.
The proposed terms and conditions include, but are not limited to, the
following:
1. The business entity will be a Limited Liability Corporation (LLC)
formed in the United Kingdom. The name of the LLC will be HumaTech Ltd.
(HTL).
2. The ownership of HTL will be 50 (%) percent HumaTech Inc. and 50 (%)
percent Xxxxx X. Xxxxx. Net profits will be split on ownership
percentages.
3. The Managing Director of HTL will be Xxxxx X. Xxxxx.
4. Compensation of HTL Directors will be covered under separate employment
agreements.
5. Initial Directors of HTL will be Xxxxx X. Xxxxxxxx, Xxxx X. Xxxxxxxxxx
and Xxxxx X. Xxxxx.
6. Confidential: All information produced by either party must be
considered confidential and not exposed to anyone who does not have a
need to know. A breach of confidentiality shall constitute grounds
for termination of any agreements.
7. Contract: Upon the execution of the Investment Agreement, and upon both
parties verifying all of the documentation to be in order, parties will
enter into a firm agreement.
8. This joint venture is contingent upon: (i) the completion of due
diligence by each party on HT and HTL, its markets, prospects and
potential; (ii) satisfactory completion of legal due diligence.
9. None of the parties hereto shall be under any obligation to any other
party until a definitive Joint Venture entity/agreement is executed.
If the foregoing is acceptable to you, execute a copy of this letter in the
place set forth below.
Very truly yours,
HumaTech, Inc.
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, President
ACCEPTED AND AGREED TO
By: /s/ Xxxxx X. Xxxxx
-----------------------
Xxxxx X. Xxxxx
