Exhibit 10.1(b)
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AMENDMENT TO LETTER OF INTENT
This Amendment to Letter of Intent (the "Agreement") is made this 24th day
of May, 1999, is by and among Fabritek Industries LLC, a Connecticut Limited
Liability Company ("Fabritek"), whose principal address is 00 Xxxxxxx Xxxxxx,
Xxxx Xxxxxxxx, Xxxxxxxxxxx, 00000, together with all the members of Fabritek,
hereinafter referred to as (the "Transferring Members"), and American Fire
Retardant Corp., a Nevada Corporation, ("AFRC"), and amends that Letter of
Intent between the parties dated May 5, 1999.
RECITALS
A. Whereas, on May 5, 1999, AFRC Nevada, Fabritek and the Transferring
Members, entered into a Letter of Intent with regard to the proposed acquisition
of Fabritek by AFRC Nevada.
B. Whereas, the parties now desire to amend and modify the Letter of Intent
to provide for additional time to conduct Due Diligence and negotiate and enter
into a definitive Acquisition Agreement and Plan of Reorganization.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
AGREEMENTS
1. Amendment to Letter of Intent. Paragraphs 7(a), 10, 11 and 14 of the
Letter of Intent is hereby amended and modified to read as follows:
7(a).That at Fabritek's expense, Fabritek shall convert Fabritek
from a Limited Liability Company to a Connecticut Corporation no
later than June 15, 1999.
10. Upon the execution of this Letter of Intent, the Parties will
cooperate in the negotiation and preparation of the definitive
Acquisition Agreement and other necessary documentation and will
use all reasonable efforts to satisfy the conditions set for
herein, which are in their respective control, each party to bear
its own expenses, with no liability for such expenses to the
other party, whether or not the Reorganization shall close. The
Parties shall have executed a definitive Agreement on or before
June 30, 1999, with the consummation of the Reorganization to
take place on or before July 15, 1999 (the "Closing Date").
11. If a definitive Acquisition Agreement has not be executed by
the Parties by June 30, 1999, then the Parties shall have no
further obligations to proceed with the Reorganization, whereupon
the Parties hereby release each other from any and all
obligations hereunder.
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14. Until June 30, 1999, (or such earlier date on which either
Party ends its active efforts to consummate the Reorganization),
neither AFRC or Fabritek, or any of their affiliates shall
negotiate directly or indirectly with any other party in respect
of the sale or acquisition of Fabritek.
3. All other terms and conditions of the Letter of Intent shall remain in
full force and effect.
4. Entire Agreement; Exhibits. This document and its Exhibits contain the
entire agreement between the parties relating to the subject matter contained in
this Agreement. All prior or contemporaneous agreements, representations or
warranties, written or oral, between the parties are superseded by this
Agreement. This Agreement may not be modified except by written document signed
by an authorized representative of each party. In the event that any part of
this Agreement is found to be unenforceable, the remainder shall continue in
effect, to the extent consistent with the intent of the parties as of the
effective date of this Agreement.
5. No Oral Change. This Agreement and any provision hereof may not be
waived, changed, modified or discharged orally, but only by an agreement in
writing signed by the party against whom enforcement of any such waiver, change,
modification or discharge is sought.
6. Non-Waiver. The failure of any party to insist in any one or more cases
upon the performance of any of the provisions, covenants or conditions of this
Agreement or to exercise any option herein contained shall not be construed as a
waiver or relinquishment for the future of any such provisions, covenants or
conditions. No waiver by any party of one breach by another party shall be
construed as a waiver with respect to any subsequent breach.
7. Choice of Law. This Agreement and its application shall be governed by
the laws of the State of California.
8. Counterparts and/or Facsimile Signature. This Agreement may be executed
in any number of counterparts, including counterparts transmitted by telecopier
or FAX, any one of which shall constitute an original of this Agreement. When
counterparts of facsimile copies have been executed by all parties, they shall
have the same effect as if the signatures to each counterpart or copy were upon
the same document and copies of such documents shall be deemed valid as
originals. The parties agree that all such signatures may be transferred to a
single document upon the request of any party.
9. Binding Effect. This Agreement shall inure to and be binding upon the
heirs, executors, personal representatives, successors and assigns of each of
the parties to this Agreement.
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American Fire Retardant Corp.
A Nevada Corporation
Dated: 5/25/99 /s/ Xxxxxxx X. Xxxxx
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By: Xxxxxxx X. Xxxxx
Its: President
Dated: 5/25/99 /s/ Xxxxxx X. Xxxxx
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By: Xxxxxx X. Xxxxx
Its: Secretary
Fabritek Industries LLC
A Connecticut Limited Liability Company
Dated: 5/25/99 /s/ Xxxxxx X. Xxxxxxx
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By: Xxxxxx X. Xxxxxxx
Its: Manager
Dated: 5/25/99 /s/ Xxxxxx X. Xxxxxxx
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By: Xxxxxx Xxxxxxx
Its: Manager
Dated: 5/25/99 /s/ Xxxxxxx X. Xxxxxx
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By: Xxxxxxx X. Xxxxxx
Its: Manager
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