EXHIBIT 10.1
BIO SOLUTIONS MANUFACTURING, INC.
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
(00) 000-0000 Fax (000) 000-0000
March 29, 2005
Xx. Xxxxxxx X'Xxxxxx, M.B.A, X.X.
Chairman and Chief Executive Officer
00 Xxx Xxxxxxx
Xxxxxxxxxx, XX 00000
RE: Asset Purchaser
Dear Xx. X'Xxxxxx:
This letter expresses our understanding with respect to the Purchaser (the
"Purchaser") of the resource recovery assets (the "Assets ") of Enviro Dynamic
Systems, Inc., a Nevada Corporation ("Seller") by Bio Solutions Manufacturing,
Inc., a New York corporation, ("Purchaser"). After the acquisition, the Assets
will be transferred to a subsidiary of Purchaser (the "Subsidiary").
In connection with the Purchase we have the following understandings:
1. Purchaser Price. EDSI will receive a total of 500,000 shares of Purchaser's
$0.001 par value common stock (the "Purchaser Shares") in exchange for one
hundred percent (100%) of the Assets of Seller.
2. Unregistered Shares. The Purchaser Shares will not be registered under the
Securities Act of 1933 (the "Securities Act") and will be legended to that
effect with a two year lock-up agreement. Purchaser will remove such legend
after such a period, if in the opinion of counsel reasonably acceptable to
Purchaser, the Purchaser Shares, or any portion of them, can be sold pursuant to
an exemption from the provisions of the Securities Act and any applicable state
securities law.
3. Conditions. The intent of Purchaser and Seller to consummate the transaction
described herein is subject to the following:
a. Execution of a Definitive Agreement. There shall be executed among
Purchaser and Seller, a definitive agreement covering the proposed
transaction under the terms and conditions set forth in this letter and
such further terms, provisions, agreements, covenants, representations and
warranties satisfactory to the parties, including without limitation: (i)
general warranties as to the contracts, commitments, lease obligation,
trademarks and debts of Purchaser and Seller and (ii) representations,
indemnifications and covenants which shall survive the effective date of
the
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transaction and which will, in the opinion of the parties, be adequate to
protect their respective interests.
b. Litigation. Neither Purchaser nor Seller shall be subject to material
litigation, which would cause any party, in its sole discretion, to decide
that the party subject to such litigation has a material contingent
liability.
c. Director and Shareholder Approval. All necessary approvals of the Board
of Directors and Shareholders of Purchaser and Seller shall have been
obtained.
d. Preservation of Assets and Business. Pending the closing date of the
proposed combination, neither Purchaser nor Seller will incur any
indebtedness other than in the ordinary course of business and will not
commit to any material undertakings, programs or projects, other than
pursuant to existing agreements, which would have a material negative
impact on their balance sheets without the prior written consent of the
other party. Other than paying current liabilities, Purchaser and Seller
will operate their businesses in a manner consistent with the conservation
of their assets, including their cash reserves.
e. Consents and Releases. Prior to the consummation of the proposed Asset
Purchase, Purchaser and Seller will each obtain all written consents and
releases of all persons deemed necessary by either Purchaser or Seller in
connection with the consummation of the proposed transaction.
4. Expenses of Parties. Purchaser and Seller shall each bear their own costs and
expenses incurred in connection with the proposed transaction.
5. Public Announcement. If required, upon the execution of this Letter of
Intent, Purchaser will prepare a public announcement to be submitted to the
media in such form and containing such information as approved by Purchaser and
Seller.
6. Other Matters.
a. The Acquisition will be subject to such approvals, which in the opinion
of counsel for the parties, are necessary to effect the Purchase.
b. The understandings and agreements reflected in this letter are subject
to the execution and delivery of documents in form and substance
satisfactory to Purchaser and Seller and to their respective counsel. There
shall be no legal obligation upon any party until the Purchase Agreement is
completed and executed by the parties, and then only in accordance with its
terms.
c. Xxxxxxxxx and Xxxxxx agree that until this transaction has been publicly
disclosed as per paragraph 5 hereof, not to disclose their intentions
except to their directors, advisors and counsel. Further, neither Seller
nor their affiliates will make any transactions in stock of either party
unless such transaction is first disclosed and
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approved in writing by the parties hereto or has previously been agreed to.
Xxxxxx agrees to maintain all information, records and documents in a
confidential manner.
d. Unenforceablity. The expressions of intent set forth in this letter,
although containing an agreement in principle between Purchaser and Seller
to the proposed transaction, shall not be considered as a binding
commitment on either Purchaser and Seller, but rather as an indication of
their desire to consummate the transaction upon the terms and conditions
generally outlined herein. Consequently, there shall be no enforceable
obligation on the part of Purchaser or Seller with respect to the matters
contained in this letter until a definitive agreement covering the proposed
combination as outlined herein has been fully and properly executed by all
parties concerned and requested documents have been provided.
If this letter reflects your understanding, please execute the enclosed
copy where indicated and return to BSLM for this agreement to become effective.
Please note that an executed facsimile copy is acceptable with an original copy
deposited in the United States Mail on the same day.
Sincerely,
BIO SOLUTIONS MANUFACTURING, INC.
By /s/ Xxxxxxxx Xxxxxxxxx
---------------------------------
Xxxxxxxx Xxxxxxxxx, Director
EDSI
By: /s/Xxxxxxx X'Xxxxxx
---------------------------------
Xxxxxxx X'Xxxxxx, President
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