Exhibit 1.2
LETTER OF INTENT
This agreement, made this 6th day of May, 2002, shall serve to set forth the
intentions of MICROBEST, INC., a Minnesota Corporation, located at 000 Xxxx xx
Xxxxxxxx Xx., #000, Xxxx Xxxxx, Xxxxxxx, 00000, (hereinafter "Microbest"), to
purchase the PURITY CHEMICAL DIVISION OF PURITY PRODUCTS, INC., located at 0000
X.X. 00xx Xxxxxx, Xxxxx, XX 00000 (hereinafter "the Parties").
WHEREAS:
1. Microbest, Inc. is a "publicly traded company" that has developed and
markets commercial cleaning products focused on its proprietary
Bio-Base(TM)technology, employing the use of sophisticated neutral
cleaners and naturally occurring microorganisms to effectively clean
and digest organic wastes.
2. Purity Products, Inc. is a "privately held company" with a Chemical
Manufacturing Division focused on "private label" chemicals and
packaging.
3. The companies entered into a Confidentiality Agreement on January 7,
2002 to facilitate the process of exchanging proprietary information to
"aid in the expansion of product development, manufacturing, sales, and
marketing of their respective products."
4. Purity Chemical Division is now in the process of phasing into the
production and packaging of Microbest's cleaning compounds and
assisting in the development and expansion of the Bio-Base(TM) product
line.
THEREFOR:
1. Microbest agrees to purchase the Purity Chemical Division of Purity
Products, Inc., subject to proper "due diligence" and the establishment
of an equitable and agreeable value for the assets.
2. The formal purchase agreement for said transaction is targeted for May
31, 2002, anticipating a closing date of June 30, 2002 for the
acquisition.
3. The formal due diligence process will commence on the signing of this
letter.
4. Microbest and Purity agree that "time is of the essence" related to the
exchange of all required due diligence materials and agree to commit
their attention and resources to the process.
5. Should the Parties to this Agreement decide, for any reason, to end the
relationship as herein provided, they agree to return all written
disclosures of information to each other at once.
6. This Agreement shall constitute the entire understanding between the
Parties. No modification, amendment or waiver of any terms of this
Agreement shall be effective unless provided in writing and signed by
duly authorized representatives of both parties.
7. This Agreement, performance hereunder and enforcement thereof shall be
governed by in all respects by the laws of the State of Florida.
8. If any dispute arises in connection with the interpretation of and/or
performance under this Letter of Intent, it is expressly understood and
agreed that either Party as well as any of its employees or
representatives who receive disclosures of confidential information
hereby agree to be subject to the jurisdiction of the federal and/or
state courts located in the respective state in the United States of
America in connection with any action or proceeding brought by either
Party against the other Party, or its employees or representatives, in
order to enforce its rights hereunder.
9. This Letter of Intent is non-binding on either of the Parties, final
terms and conditions of Sale/Purchase will be memorialized under a
separate, binding agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by the respective, duly authorized representatives as follows:
AGREED AND ACCEPTED: AGREED AND ACCEPTED:
Date: May 6, 2002 Date: May 6, 2002
Microbest, Inc. Purity Products, Inc.
by: by:
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Xxxxxxx X. Xxxxx/CEO Xxxxxxx X. Xxxxxxxxx/Chairman
