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EXHIBIT 10(v)
September 26, 1996
New Researches Corporation
00 xxx Xxxxxx-Xxxxx
Xxxxxx, XX-0000 Xxxxxxxxxxx ("NRC")
- and -
RIF Capital Inc.
c/o Corporate Services
Price Xxxxxxxxxx Xxxxxx
XX Xxx 000X
Xx. Xxxxxxx, Xxxxxxxx ("RIF")
- and -
St. Xxxxxxx Trust Corp., as Trustee for
Central Investment Trust
XX Xxx 000X Price Waterhouse Centre
St. Xxxxxxx, Barbados (the "Trust")_
Dear Sirs:
LETTER OF UNDERSTANDING
This Letter of Understanding outlines the terms of the Agreement
between the parties: RIF Capital Inc. And Central Investment Trust, collectively
(the "Vendors"), New Researches Corporation and InterUnion financial Corporation
("InterUnion").
1. Central Investment Trust (the "Trust") is the owner of all the issued and
outstanding common shares of RIF Capital Inc. ("RIF") and RIF is the owner
of all the issued and outstanding shares of New Researches Corporation
("NRC"), a company incorporated under the laws of Panama.
2. NRC owns 3,216,667 common shares and 200,000 common share purchase
warrants of Genesis and 50,000 common shares of Unirom.
3. Genesis is a public company incorporated in the Province of Ontario and
Unirom is a private company incorporated in the Province of Ontario.
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4. InterUnion has expressed to the Vendors an interest in purchasing all the
issued and outstanding shares of New Researches Corporation and the
Vendors have granted to InterUnion an irrevocable option (the"Option") to
purchase NRC.
5. The terms of this Letter of Understanding are subject to each party being
satisfied with its due diligence investigation of the other parties to the
agreement.
6. All documentation required to complete the transaction and any other
actions contemplated by the Agreement as outlined in this Letter of
Understanding shall be prepared and undertaken in accordance with the laws
of the State of Delaware.
TERMS OF THE OPTION
a. InterUnion shall pay to the Vendors, or at their direction, a
non-refundable Option fee of US$80,000 on or before December 15,
1996.
b. The Option shall expire on December 15, 1997 ("Closing Date").
c. InterUnion shall provide written notice of its intention to
exercise the Option to the Vendors and NRC.
d. The purchase price paid by InterUnion to the Vendors, upon
exercise of the option shall be:
i) US$2,000,000 payable on or before the Closing Date (4:00
p.m. Palm Beach time); and
ii) upon the sale of any of the common shares of Genesis,
including any shares issued pursuant to the exercise of the
common share purchase warrants of Genesis, after the
Closing Date, InterUnion shall pay to the Vendors eighty
percent (80%) of the proceeds realized from such sales, in
excess of C$1.00 per share. This condition shall not expire
except by mutual agreement of all parties to this
Agreement.
e. In the event that NRC receives a bona fide offer from a third
party to purchase its common shares during the term of the Option
and, if NRC should desire to accept said offer, NRC shall
immediately forward a copy of the offer to InterUnion. InterUnion
shall have a period of ten calendar days from the receipt of the
offer to counter the offer or exercise the Option by giving
notice, at its sole discretion, in accordance with term c. If
InterUnion fails to match the offer or exercise the Option, NRC
shall have the absolute right to accept the offer from the third
party and to declare the Option to be null and void.
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If this Letter of Understanding reflects your understanding of the
terms of the Agreement, please so indicate by signing and returning one copy of
this Letter of Understanding to the undersigned.
INTERUNION FINANCIAL CORPORATION
/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
President and CEO
Agreed and accepted Agreed and accepted
this 26th day of September, 1996 this 26th day of September, 1996
By: /s/ X. Xxxxxxxxx By: /s/ Xxxxxxx Woodli
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RIF Capital, Inc. New Researches Corporation
Agreed and accepted
this 26th day of September, 1996
By: /s/ Xxxxx Xxxxx
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St. Xxxxxxx Trust Corp. As Trustee for
Central Investment Trust
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