EXHIBIT 10.5
LETTER OF INTENT
RELATING TO THE FORMATION OF
EUROMAGNEGAS AND ASIAMAGNEGAS
This Letter of Intent is a part of that certain Worldwide Exclusive
Assignment, License and Royalty Agreement by and between Hadronic Press, Inc.,
and EarthFirst Technology, Inc. of equal date herewith to which Agreement this
Letter of Intent is annexed as Exhibit _)
THIS LETTER OF INTENT is entered into by and between Hadronic Press,
Inc., 35246 ▇▇ ▇▇ ▇▇., ▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("HPI" and USMAGNEGAS, Inc
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ("USM") (the
"Letter")
WHEREAS, jointly with this Letter, HPI has entered into that Worldwide
Exclusive Assignment, License and Royalty Agreement relating to the Technology
as that term is therein defined.
WHEREAS, upon incorporation of either or both EuroMagneGas and
AsiaMagneGas, USMAGNEGAS shall automatically amend its exclusive rights under
the Worldwide Exclusive Assignment, License and Royalty Agreement such that HPI
shall enter separate license agreements with each EuroMagneGas and AsiaMagneGas.
WHEREAS, the Parties hereon now desire to specify certain factors
relating to the formation of EuroMagneGas and AsiaMagneGas so as to provide for
the automatic formation, licensing and funding of each.
NOW THEREFORE, intending to be legally bound, in addition to certain
portions of the Worldwide Exclusive Assignment, License and Royalty Agreement,
USM and HPI now further agree on the following terms and conditions:
1. Within three months following the execution of that Worldwide
Exclusive Assignment, License and Royalty Agreement, USM shall incorporate
EuroMagneGas in Manchester, England and AsiaMagneGas in Hong Kong, China, or
some other place as both parties may mutually agree.
2. Upon incorporation, EuroMagneGas and AsiaMagneGas shall enter
individual license agreements directly with HPI according to the terms and
conditions set forth in that certain Technology Exclusive License and Royalty
Agreement except as such is modified in the Worldwide Exclusive Assignment,
License and Royalty Agreement. There shall be no further action required on the
part of either EuroMagneGas, AsiaMagneGas nor the parties to the Worldwide
Exclusive
Assignment, License and Royalty Agreement to cause for the execution and
delivery of the individual HPI-EuroMagneGas and HPI-AsiaMagneGas License
Agreements.
3. At the time of incorporation 80% of the stock of EuroMagneGas
and 80% of the stock of AsiaMagneGas will be issued to EarthFirst Technology,
Inc. ("EFT") and the remaining 20% in each said company will be issued to HPI.
4. Jointly with said Incorporation, USM will deliver to
EuroMagneGas and separately to AsiaMagneGas, copies of all construction drawings
on the Technology.
5. USM, EuroMagneGas and AsiaMagneGas shall thereafter enter into
an agreement of mutual collaboration, support and honor of their respective
areas of exclusivity.
6. USM shall pay the costs of incorporation of EuroMagneGas and
AsiaMagneGas, and their maintenance.
7. On or before six months from incorporation, corresponding to
nine months from the date of execution of the Worldwide Exclusive Assignment,
License and Royalty Agreement, EuroMagneGas and AsiaMagneGas shall receive
complete working prototypes of PlasmaArcFlow total recyclers and sewage
recyclers. USM shall bear all costs associated with this item 7.
8. On or before six months from their incorporation,
corresponding to nine months from the date of execution of Worldwide Exclusive
Assignment, License and Royalty Agreement, EuroMagneGas and AsiaMagneGas shall
formulate an operational plan for advertising marketing and sales promotions.
9. On or before six months from their incorporation,
corresponding to nine months from the date of this Agreement, EFT and HPI shall
reach agreement for the funding of EuroMagneGas and AsiaMagneGas so as to
support their operating plans for advertising, marketing and sales.
10. In the event of lack of funding by EFT, EFT and HPI agree to
capitalize EuroMagneGas and AsiaMagneGas via the sale of stock of these
companies to interested investors.
11. Upon incorporation through capitalization, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
shall be nominated as President of EuroMagneGas and AsiaMagneGas. ▇▇▇▇ ▇▇▇▇▇
shall be the Executive Vice President and ▇▇▇▇ ▇▇▇▇▇▇▇ shall be the Chairman of
the Board of Directors.
12. The initial Board of Directors of EuroMagneGas and
AsiaMagneGas shall be ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ on behalf of USM and ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ on behalf of HPI.
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13. Upon the proper incorporation of EuroMagneGas, EFT shall issue
to HPI options to acquire 250,000 unregistered common EFT shares at the closing
"bid" price of EFT's common shares on the date of this Agreement or a ate of
$0.4375 per share (the closing "bid" price on July 5, 2000 of the EFT's publicly
traded securities) wherein such Options shall have an exercise period of three
years commencing on date of issuance.
14. Upon the proper incorporation of AsiaMagneGas, EFT shall issue
to HPI options to acquire 250,000 unregistered common EFT shares at the closing
"bid" price of EFT's common shares on the date of this Agreement or rate of
$0.4375 per share (the closing "bid" price on July 5, 2000 of the EFT's publicly
traded securities) wherein such Options shall have an exercise period of three
years commencing on date of issuance.
IN WITNESS WHEREOF, the Parties have caused this instrument to be
properly executed on the date first given above.
For Hadronic Press, Inc. For USMAGNEGAS, Inc.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President ▇▇▇▇ ▇▇▇▇▇, President
Ratified by its Chairman of the
Board of Directors
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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