EXHIBIT 10.4
MEMORANDUM OF AGREEMENT
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THIS AGREEMENT is made effective as of the 11th day of March, 2002.
AMONG:
THE UNDERSIGNED SHAREHOLDERS OF
HOUSE OF BRUSSELS HOLDINGS LTD.,
A BRITISH COLUMBIA COMPANY
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(hereinafter called the "Selling Shareholders")
OF THE FIRST PART
AND:
HOUSE OF BRUSSELS HOLDINGS LTD,
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a British Columbia company
(hereinafter called "House of Brussels")
OF THE SECOND PART
AND:
GREEN FUSION CORPORATION,
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a Nevada corporation
(hereinafter called "Green Fusion")
OF THE THIRD PART
AND:
GFC VENTURES CORP.
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a British Columbia corporation
(hereinafter called "GFC")
OF THE FOURTH PART
(Collectively know as the "Parties")
WHEREAS:
A. The Selling Shareholders are the owners of all of the issued and standing
common shares of House of Brussels.
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B. GFC and the Selling Shareholders executed a letter of intent dated June
22, 2001 (the "Letter of Intent") that contemplated the acquisition of all of
the issued and outstanding shares of House of Brussels by a publicly traded
company designated by GFC.
C. GFC has designated Green Fusion as the public company contemplated by the
Letter of Intent and Green Fusion has agreed to acquire all of the issued and
outstanding shares of GFC.
X. Xxxxx Fusion has offered to purchase all of the issued and outstanding
shares of the common stock of House of Brussels.
E. The Selling Shareholders agreed to sell all of the issued and outstanding
shares of the common stock of House of Brussels to Green Fusion as outlined in
the Share Purchase Agreement, dated August 17th, 2001. After signing multiple
extensions, the Share Purchase Agreement was not completed and expired on
February 15, 2002.
The Parties hereby agree to the following:
1. The Selling Shareholders will sell all of the issued and outstanding
shares of House of Brussels to Green Fusion, in return for 30 million common
shares of Green Fusion. The Selling Shareholders shall receive a proportionate
number of Green Fusion common shares as they currently own of House of Brussels.
2. An outstanding loan made to House of Brussels from Mr. Xxxx Siemens in
the amount of C$150,000 shall be converted to the equivalent number of shares of
Green Fusion and issued to Mr. Xxxx Siemens or his designate. The resulting
number of shares to be issued is 858,443. These shares will be included in the
S3 registration statement to be filed by Green Fusion and will include one
2-year, $0.25 warrant for each share.
3. The Selling Shareholders and GFC shall receive an option to purchase the
equivalent number of shares as the total number of warrants outstanding at the
date of this agreement. These options shall be distributed according to the
aggregate proportion of each party's shareholdings. The option price shall be
set US$0.25, the same price as the warrants currently being issued by Green
Fusion.
4. Green Fusion shall cause 30 million common shares from its treasury to be
issued to GFC, or its designates, less the number of shares issued and
outstanding as of the date of this Agreement.
5. All loans made by both third parties and management of GFC to Green
Fusion (some of which has been subsequently loaned to House of Brussels) shall
be converted to the equivalent number of shares and deducted from the total
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amount of shares issued to GFC. These shares shall be included in the S3 share
registration statement that Green Fusion will be filing upon completion of the
acquisition of House of Brussels.
6. The US exchange rate used in converting Canadian dollar amounts shall be
1.5885 US dollars for every Canadian dollar. The stock price used for
converting dollar balances to stock and for setting the value of the stock,
shall be US$0.11. Both of these figures are closing amounts on March 5, 2002,
being the date that the terms of this Agreement were agreed to in principle.
7. The intention of this Agreement is to remove all loans from Green Fusion
and House of Brussels by converting all outstanding loans into share capital of
Green Fusion.
8. To fund operations going forward, Green Fusion intends on raising working
capital for House of Brussels and Green Fusion by issuing an additional 6
million common shares of Green Fusion.
9. Upon completion of the acquisition of House of Brussels by Green Fusion,
Green Fusion intends on seeking a different listing, such as on the American
Stock Exchange (AMEX). This will provide long-term funds for expansion of
distribution and potential new acquisitions.
10. Green Fusion and House of Brussels will appoint additional officers and
directors.
11. This Agreement is subject to a formal contract to be entered into on or
before March 31, 2002. The Parties hereby agree to use best efforts and good
faith in furthering this Agreement as outlined above.
12. The share structure of Green Fusion, is as follows:
Shares outstanding 11,943,500
Green Fusion conversion of loans 4,304,300
GFC shares 13,752,200
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Subtotal 30,000,000
Selling Shareholders 30,000,000
Conversion of Xxxx Siemens loan 858,443
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Total shares outstanding
after transaction 60,858,443
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
GREEN FUSION CORPORATION
a Nevada corporation by its authorized signatory:
/s/ L. Xxxx Xxxxxxx
_____________________________
Signature of Authorized Signatory
L. Xxxx Xxxxxxx
_____________________________
Name of Authorized Signatory
President
____________________________
Position of Authorized Signatory
GFC VENTURES CORP.
a British Columbia corporation by its authorized signatory:
/s/ L. Xxxx Xxxxxxx
_____________________________
Signature of Authorized Signatory
L. Xxxx Xxxxxxx
_____________________________
Name of Authorized Signatory
President
____________________________
Position of Authorized Signatory
HOUSE OF BRUSSELS HOLDINGS LTD.
a British Columbia company by its
authorized signatories:
/s/ Xxxxxxx X. Xxxxxx
_____________________________
Signature of Authorized Signatory
Xxxxxxx X. Xxxxxx
_____________________________
Name of Authorized Signatory
Director
____________________________
Position of Authorized Signatory
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SIEMENS INDUSTRIES LTD.
by its authorized signatory:
/s/ Xxxx Siemens
_____________________________
Signature of Authorized Signatory
X. X. XXXXXX LTD.
by its authorized signatory:
/s/ Xxxxxxx X. Xxxxxx
_____________________________
Signature of Authorized Signatory
HONG KONG BASE LIMITED
by its authorized signatory:
/s/ Xxxx Xxx Fun
_____________________________
Signature of Authorized Signatory
XXXXXX X. XXXXXXXX, IN HIS PERSONAL CAPACITY:
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SIGNED, SEALED AND DELIVERED
in the presence of:
/s/ Xxxxxx Xxxx /s/ Xxxxxx X. Xxxxxxxx
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Signature XXXXXX X. XXXXXXXX
Xxxxxx Xxxx
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Name
#414 - 488 Helmcken St.
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Address
Xxxxxxxxx, XX X0X 0X0
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XXXXXX X. XXXXXXX, IN HIS PERSONAL CAPACITY:
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SIGNED, SEALED AND DELIVERED
BY XXXXXX X. XXXXXXX in the presence of:
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/s/ Xxxxxx Xxxx /s/ Xxx Xxxxxxx
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Signature XXXXXX X. XXXXXXX
Xxxxxx Xxxx
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Name
#414 - 488 Helmcken St.
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Address
Xxxxxxxxx, XX X0X 0X0
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