LETTER OF INTENT BETWEEN
NATIONAL D.E. SYSTEMS, INC.
AND
ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION
This Letter of Intent ("LOI") is entered into this 12th day of December, 1998 by
and between Environmental Products & Technologies Corporation ("EPTC"), a
Delaware corporation (the "SELLER") and National D.E. Systems, Inc. ("NDES"), a
Nevada corporation (the "BUYER"), with respect to the following facts:
RECITALS
NDES is a corporation duly formed and in good standing in the State of Nevada.
EPTC is a corporation duly formed and in good standing in the State of Delaware.
NOW, THEREFORE, in consideration of the mutual agreements, the parties hereto
agree as follows:
NDES is desirous of acquiring the mining claims and rights known as the
Tiger Claims from EPTC.
On the terms of and subject to the conditions set forth in this
Agreement, EPTC agrees to sell, convey, assign, transfer and deliver to
NDES, and NDES agrees to purchase from EPTC, at the closing (the
"Closing") on or before January 15, 1999 ("Closing Date") the mining
claims known as the "Tiger Claims" further described as being located
in Malheur County, Oregon in Section 00, Xxxxxxxx 00 Xxxxx, Xxxxx 00 X.
xx Xxxxx Xxxxxxxx.
1. Purchase Price.
---------------
As consideration for the sale, conveyance, assignment, transfer and
delivery of the Tiger Claims to NDES, NDES agrees to issue EPTC up to
Eight hundred (800) shares of the common stock of National D.E.
Systems, Inc. which at the time of issue shall represent no less than
80% of all the issued and outstanding common shares of NDES. The
purchase price may be reduced if the purchaser finds that the claims
are not properly documented or that the books and records regarding the
claims are not as represented by EPTC. In addition, EPTC may have the
right to receive more shares of NDES if the books and records regarding
its assets and subsidiaries are as represented. The parties will use
the due diligence period to end no later than January 6, 1999 to
complete the due diligence and no later than January 13, 1999 to come
to a final agreement on the number of shares to be issued.
Tiger Claims LOI
Page 1 of 5
EPTC/National D.E. Systems, Inc.
LETTER OF INTENT BETWEEN
NATIONAL D.E. SYSTEMS, INC.
AND
ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION
2. Transaction Structure. NDES understands that EPTC has the authority or
will obtain the authority to sell assign and transfer the assets herein
described.
A. At the closing of the transaction (the "Closing"), the parties
will exchange the following:
1). NDES will issue up to 800 shares of the common stock
of NDES, and
2). EPTC will deliver to NDES all of EPTC's right, title
and interests to the Mining Claims listed below:
Name of Claims BLM Serial No. County Instrument No.
-------------- -------------- ---------------------
Tiger #1 ORMC 153100 97-7312
Tiger #2 ORMC 153101 97-7313
Tiger #3 ORMC 153102 97-7314
Tiger #4 ORMC 153103 97-7315
3. EPTC agrees to the following:
-----------------------------
A. While the final negotiations and due diligence process is being
completed it will in no way materially change the status of any of
the assets contemplated to be transferred hereby.
B. EPTC will obtain all necessary corporate, shareholder and
other third-party approvals in form acceptable to NDES;
4. NDES Representation and Warranties the following:
-------------------------------------------------
A. NDES is a newly formed corporation duly organized, validly
existing and in good standing under the laws of the State of
Nevada, and has full corporate power and authority to enter
into this Agreement and to carry out its obligations
hereunder.
B. The execution and delivery of this LOI and the final consummation
of the transactions contemplated hereby will not violate the
Articles of Incorporation or the By-Laws of NDES or any agreement,
contract or other instrument to which NDES is a party.
Tiger Claims LOI
Page 2 of 5
EPTC/National D.E. Systems, Inc.
LETTER OF INTENT BETWEEN
NATIONAL D.E. SYSTEMS, INC.
AND
ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION
5. Further Assurances
------------------
Prior to the closing there will be no change in the business activities
of NDES and EPTC will in no way alter the status of the mining claims.
Each party to this Letter of Intent will have approval of any press
release.
6. Notice
------
Notice will be deemed to be given by one party to the other party of
this Agreement upon personal delivery by messenger, air courier,
express mail or certified registered mail, return receipt requested, or
upon facsimile or telegram, or ten days after mailing by first class
mail by the party giving the notice, addressed to the parties as
indicated below their signatures to this Agreement, or to any other
address or facsimile numbers provided to the parties in writing in
accordance with this Agreement by the party making the change.
7. Waivers
If any party shall at any time waive any rights hereunder resulting
from any breach by the other party of any of the provisions of this
Agreement, such waiver is not to be construed as a continuing waiver of
other breaches of the same or other provisions of this Agreement.
Resort to any remedies referred to herein shall not be construed as a
waiver of any other rights and remedies to which such party is entitled
under this Agreement or otherwise.
8. Entire and Sole Agreement
-------------------------
This Agreement constitutes the entire agreement between the parties and
supersedes all agreements, representations, warranties, statements,
promises and undertakings, whether oral or written, with respect to the
subject matter of this Agreement. This Agreement may be modified only
by a written agreement signed by all parties.
9. Governing Law
-------------
This Agreement shall be governed by and construed in accordance with
the laws of the State of California. The venue for any action or
proceeding brought under this Agreement will be in the appropriate
forum in the County of Los Angeles, State of California.
10. Severability
------------
The provisions of this Agreement are meant to be enforced severally so
that the determination that one or more provisions are enforceable or
Tiger Claims LOI
Page 3 of 5
EPTC/National D.E. Systems, Inc.
LETTER OF INTENT BETWEEN
NATIONAL D.E. SYSTEMS, INC.
AND
ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION
invalid shall not affect or render invalid any other provision of this
Agreement, and such other provisions shall continue to be in full
forced in accordance with their terms.
11. Rights Cumulative
-----------------
All rights and remedies under this Agreement are cumulative, and none
is intended to be exclusive of another. No delay or omission in
insisting upon the strict observance of performance of any provision of
this Agreement, or in exercising any right or remedy, shall be
construed as a waiver or relinquishment of such provision, nor shall it
impair such right or remedy. Every right and remedy may be exercised
from time to time and as often as deemed expedient.
12. Captions
--------
The paragraph and other headings contained in this Agreement are for
reference purposes only, and shall not limit or otherwise affect the
meaning hereof.
13. Legal Holidays
--------------
In the case where the date on which any action required to be taken,
document required to be delivered or payment required to be made is not
a business day in Los Angeles, California, such action, delivery or
payment need not be made on that date, but may be made on the next
succeeding business day.
14. Counterparts
------------
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the same
instrument.
15. Parties
-------
This Agreement shall inure solely to the benefit of and shall be
binding upon the parties hereto and their respective successors, legal
representatives and assigns, and no other person shall have or be
construed to have any equitable right, remedy or claim under or in
respect of or by virtue of this Agreement or any provision contained
herein.
16. Authority
---------
All signatories to this Agreement do hereby declare that they have the
authority to execute this Agreement on behalf of the parties to this
Agreement.
Tiger Claims LOI
Page 4 of 5
EPTC/National D.E. Systems, Inc.
LETTER OF INTENT BETWEEN
NATIONAL D.E. SYSTEMS, INC.
AND
ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION
NDES: National D.E. Systems, Inc. EPTC: Environmental Products &
Technologies Corporation
By:/s/Xxxxxxx Xxxxx By:/s/Xxxxxx Xxxxxx
---------------- ----------------
Xxxxxxx Xxxxx Xxxxxx Xxxxxx
President Secretary
2020 Avenue Of The Stars 0000 Xxxxxxxx Xxxxxx Xx.
Xxxxx 000 Xxxxxxxx Xxxxxxx, XX 00000
Xxx Xxxxxxx, XX 00000
Tiger Claims LOI
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EPTC/National D.E. Systems, Inc.
