EXHIBIT 10.01
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LETTER AGREEMENT
NanoPierce Technologies, Inc. ("NanoPierce") and Xact Resources
International, Inc. ("Xact"), for good and valuable consideration hereby enter
into this Letter Agreement; and
WHEREAS, the parties seek to enter into a limited liability company for the
purpose of producing, marketing and selling a product known as YBG-2000; and
WHEREAS, NanoPierce has the ability to raise the funds necessary to bring
the project to fruition and Xact has the legal rights and technical ability to
produce, market and sell the project; and
WHEREAS, Xact has the need for temporary funding to go forward with the
project and it is the intent of NanoPierce to provide that funding in return for
the exclusive ability to raise the total of $1,500,000.00 required to become a
50 percent unit holder of the limited liability company
NOW THEREFORE, for good and valuable consideration the parties agree to the
following:
1. On October 1, 2004, NanoPierce shall cause to be delivered via wire
transfer temporary funding in the amount of $75,000.00 to the corporate account
of Xact.
2. Thereafter, NanoPierce shall have the exclusive right for a period
of 30 days to raise the balance of $1,500,000.00 for the purpose of purchasing a
50 percent interest in the limited liability company. In the event that
NanoPierce is unable to provide the balance of the financing as agreed within 30
days, or for a reasonable extension thereof in the event that NanoPierce can
provide reasonable proof that funding is imminent but unintentionally delayed,
no sooner than 30 days after the date of funding or any written extension
thereof has passed, NanoPierce may give written notice demanding return of the
$75,000.00 in temporary funding within 90 days from the date of delivery of the
notice.
3. The parties agree that a formal operating agreement for the limited
liability company is not finalized and that this Letter Agreement imposes not
greater rights on either party than as set forth herein. However, the parties
agree that the final operating agreement, when and if executed, shall set forth
an ownership arrangement that is Fifty/Fifty between the parties hereto and that
Xxxx Xxxxxxxxxx and Xxxx X. Xxxxxxxxx or their assigns shall be the initial
managers and that Xxxx Xxxxxxxxxx shall act as President, Chief Executive
Officer and shall have operational authority and run the day to day business of
the limited liability company.
4. Xact shall have no right to cancel this Letter of Intent during the
exclusive thirty (30) day funding period or any mutually agreed reasonable
extension.
5. Upon failure to fund by NanoPierce and repayment of temporary
funding by Xact, NanoPierce shall no long have an exclusive right to fund and
purchase an interest in the limited liability company.
6. Any dispute regarding this agreement will be placed into arbitration
at the home location of the party against whom arbitration is sought.
7. This agreement may be signed and executed by facsimile and shall
remain valid.
AGREED TO this 1st day of October, 2004.
NanoPierce Technologies, Inc. Xact Resources International, Inc.
By: /s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxx Xxxxxxxxxx
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Xxxx X. Xxxxxxxxx, President Xxxx Xxxxxxxxxx, President
