EXHIBIT 10.1
AGREEMENT
BETWEEN:
Thermo Tech Technologies, Inc. (TTTI)
000-000 Xxxxxx Xxxxx Xxxx.
Xxxxxxxx Xxxxxxx
Xxxxxx X0X 0X0
(Herein referred to as TTTI)
AND
Planet Earth Operating Services Inc. (PEOSI)
00000 Xxxxxx Xxxxxxx
Xxxxxx, XX
Xxxxxx X0X0X0
(Herein referred to as PEOSI)
IN RESPECT TO:
Operations for the Thermo Master plant - Hamilton, Ontario
WHEREAS:
The parties wish to enter into an agreement with respect to the completion of
the Hamilton Bio Conversion Inc. facility and its ongoing operations.
The parties recognize that:
A) PEOSI are able to deliver a range of services to meet the stated goals of
the agreement, which will bring existing operations in line with projected
functions and revenue generation.
29th January 2001
B) TTI desired to access the services as anticipated in Recital A and thereby
complete construction and bring the Hamilton plant to operation in its
expanded and upgraded format as a 1200 ton capacity plant.
Articles 1 Services:
PEOSI will complete all construction related to the upgrade and expansion of
Hamilton Bio Conversion Inc. to a status of a Thermo Master Xxxx III plant and
bring that plant into full operations at 1200 ton capacity.
1.2. PEOSI will operate Hamilton Bio Conversion Inc. to meet agreed budgeted
operating projections and performance such that;
1.2.1. Hamilton Bio Conversion Inc. will be brought to a position of delivering
a net profit on or before April 1st 2002. If these objectives could not be
achieved by April 1st, 2002, TTTI will have the option to suspend operations of
Hamilton Plant beyond April 1st 2002. As a result all service/operational
agreements with PEOSI will be suspended without any claims against TTTI.
1.2.2. Thermo Tech Technologies Inc. Canadian and North American operations will
be brought to a position of net profit on or before 1st April 2002. If these
objectives could not be achieved by April 1st 2002, TTTI will have option to
suspend Canadian and North American operations beyond April 1st 2002. As a
result all services/operational agreements with PEOSI will be suspended without
any claims against TTTI.
1.2.3. Performance outline herein shall not exclude any costs related to the
following obligations of TTTI in the conduct of its business as a public
company.
Cost of annual audit*.
Cost of the preparation of the Annual General meeting of shareholders *.
Cost of legal services*.
29th January 2001
Cost of promotional and public relations, including news releases and
promotional materials supplied by PEOSI*.
*Relevant to Canadian operations only, until such time as Hamilton Bio
Conversions Inc. is at a profit at which time these cost will be paid from said
profit.
1.2.4 Beyond April 1st 2002, if Hamilton Bio Conversions, Inc. is not running at
a profit and TTTI determines that it is not viable to continue operation in
Canada and North America, TTTI will have the option to cancel all operating and
service contracts with PEOSI without any recourse from PEOSI.
Article 2, Payment for services supplied by PEOSI.
2.1 TTTI will provide to PEOSI a payment in advance of Eleven Million Eight
hundred Seventy Five Thousand US Dollars (US$ 11,875,000).
2.2 TTTI will provide said payment to PEOSI in the form of a convertible
debenture in the amount of US$ 11,875,000, convertible to 475,000,000 common
shares of the stock of Thermo Tech Technologies Inc.
2.3. The convertible debenture shall be prepared as a separate document but is
recognized by the parties to be an integral part of this agreement.
Article 3. Additional Conditions.
3.1. Upon entering the agreement PEOSI becomes responsible, for all liens,
mortgages, Pledges, loans or encumbrances of any kind, past or present or future
on Hamilton Bio Conversions Inc., except the outstanding General Security
Agreement and Option Agreement on the Hamilton Bio Conversion Inc., Land,
Building and Equipment.
3.2. PEOSI is responsible for Hamilton Bio Conversion Inc., and Thermo Tech
Technologies Inc. and all subsidiaries in Canada and North America, for all past
and present encumbrances and future encumbrances for 1 year as outlined in
article 1 and 2, for above, for the U.S. $ 11,875,000.
29th January 2001
3.3. This agreement does not allow PEOSI to take out any liens, mortgages,
pledges, loans etc. against Hamilton Bio Conversions Inc., or any of the
associated operations.
3.4 PEOSI is responsible for bringing Hamilton Bio Conversions Inc. to a Net
Profit situation and no further funds will be required for this purpose.
3.5 Upon entering the agreement PEOSI becomes responsible, for all liens,
mortgages, pledges, loans or encumbrances of any kind, past or present and
future on Richmond Bio Conversion Inc., except the outstanding General Security
Agreement and Option Agreement on the Richmond Bio Conversion Inc., Land and
Building. Richmond Bio Conversion Inc., can be dismantled and shipped to
Malaysia and thereafter put into operation, and all cost incurred for
dismantling, shipping, installation and commissioning will be at the expense of
Thermo Tech Technologies, Malaysia.
3.6 In consideration of this agreement TTTI will support PEOSI option to
purchase the land associated with Richmond Bio Conversion Inc. at fair market
value.
This agreement was completed and signed by the parties on this 16th of March,
2001.
For Thermo Tech(TM) Technologies Inc.
/S/ Xxxxxx X. Xxxx
-------------------------
Xxxxxx X. Xxxx
CEO
For Planet Earth Operating Services Inc.
/S/ Xxxxxxx Xxxxxxxxx
-------------------------
Xxxxxxx Xxxxxxxxx
President
29th January 2001
