November 3, 1997
Food Technology Service, Inc.
000 Xxxxxxx Xxxx Xxxx
Xxxxxxxx
Xxxxxxx, 00000
X.X.X.
Attention: Mr. Xxxx Xxxxx/President, CEO
RE: Conversion of MDS Nordion's ("Nordion") Indebtedness of Food Technology
Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrues on all outstanding
indebtedness owed to FTSI to Nordion at the Xxxxxxx Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, $1,000,000,000 (U.S.) of FTSI's indebtedness to Nordion as at
November 3, 1997. This conversion shall be effected at a price per shares of
$0.80 (US). FTSI shall issue a share certificate to Nordion representing such
shares (1,250,000 shares).
Conversion of Indebtedness Page 2
November 3, 1997
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned amount into common shares of FTSI.
Yours very truly,
Xxxxx X. Xxxxxx
Vice President, Market Development
The foregoing is acknowledged and agreed this 3 day of Nov. 1997.
FOOD TECHNOLOGY SERVICE INC.
by:
--------------------------------------
Xxxx Xxxxx, President & CEO
cc: Xxxxx Xxxxxxxx
Xxx Xxxxxx
X. Xxxxxxx
