Exhibit 10.1
LIFE ENERGY &
TECHNOLOGY HOLDINGS INC.
xxx.xx-xx.xxx
NASDAQ OTC:XX XXXX
Deutsche Borse Frankfurt DE:LFT
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SALES AND STOCK RETURN AGREEMENT
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Agreement made this day 28th day May 2003 by and between Life Energy Technology
Holdings, Inc., with corporate offices located at 2003 Beechgrove, Utica, New
York, hereinafter referred to as ("LETH"); Alia Holdings, S.A., with corporate
offices located at Xxxxxxxx 0 Xxxx Xxxxxxxxxxx, Xxxxxxxx, Xxxxxx 000000, Xxxxxx
hereinafter referred to as ("ALIA") and Kuwat Holdings S.A. with corporate
offices located at Faddoul Building, Notre Dame Hospital Road, Junieh, Lebanon
hereinafter referred to as ("KUWAT")
WHEREAS, ALIA is the holder of five (5,000,000) million shares of LETH's Series
B Preferred Stock (the "Shares") on share certificate number PB 02017 which ALIA
holds as collateral against manufacturing, research & development, shipping &
installation cost and expenses incurred on behalf of LETH and ALIA now wishes as
part of this agreement to be paid, in whole or in part, and to return to LETH
the Five (5,000,000) million shares valued at ten ($10.00) dollars USD per share
and LETH wishes to retire the Shares on the terms and conditions listed below;
and
WHEREAS, KUWAT has entered into an agreement with LETH to purchase 50 Biosphere
Process(TM)1 System's ("Systems"), having already taken delivery of 2 System's
in 2001, is now contracted to take delivery of a further 48 additional System's
to be delivered at a purchase price of Five Million Nine Hundred Thousand
(5,900,000) dollars USD per System, which Systems are, or will be manufactured
by ALIA; and
WHEREAS, KUWAT is indebted to LETH in the amount of Twenty-four Million
($24,000,000) Dollars USD on accounts receivable on two System plus an
additional Two Hundred and Eighty Three Million Two Hundred ($283,200,000)
Dollars USD for a total indebtness of Three Hundred and Seven Million Two
Hundred ($307,200,000) Dollars USD for Biosphere System that ALIA has
manufactured and delivered or which are to be manufactured and delivered to
KUWAT within the next 12 months; and
WHEREAS, LETH and KUWAT wish to assign to ALIA direct payment of Two Hundred and
Ninety Million Nine Hundred and Ninety Thousand ($290,990,000) Dollars USD owed
to LETH by KUWAT to be used as payment for research & development cost,
manufacturing, shipping and installation of the Biosphere System to be used to
retire the debt and the return of the shares held as collateral.
NOW THEREFORE, in consideration of the premises and promises contained herein
and for US Ten ($10.00) Dollars paid in hand from each party to this Agreement
to the others, receipt of which is hereby acknowledged, the parties agree as
follows:
1) ALIA herewith and hereby returns to LETH and LETH hereby and herewith
agrees to accept from ALIA the Shares held as Collateral valued at Ten
($10.00) Dollars USD per shares as follows:
a. KUWAT is presently indebted to LETH in the sum of Three Hundred and
Seven Million Two Hundred ($307,200,000) Dollars USD for Biosphere
System delivered or to be delivered by ALIA to KUWAT and when such
assignment of payments are delivered ALIA will return Five (5,000,000)
million shares to LETH.
2) KUWAT agrees that the payment for 48 Biosphere System's delivered by ALIA
to KUWAT pursuant to KUWAT's agreement to purchase same from LETH and as
the manufactured for LETH by ALIA shall be made by KUWAT on the following
basis:
a. KUWAT agrees to pay to ALIA and ALIA agrees to accept from KUWAT, Two
Hundred and Ninety Million Nine Hundred and Ninety Thousand
($290,990,000) Dollar USD pursuant to the KUWAT's agreement to
purchase Biosphere System's from LETH which Biosphere System's have
been and will be manufactured by ALIA for LETH and LETH specifically
assigns to ALIA its ownership interest in the amount of US Dollars for
manufacturing, research & development, shipping and installation
pursuant to contract. (see exhibit A ).
3) LETH specifically makes no representation to either KUWAT or ALIA relative
to the Biosphere System's manufactured by ALIA and delivered by ALIA to
KUWAT other than LETH's rights to assign the manufacturing of the Biosphere
System's and the assignment of part of the US Dollars owed by KUWAT to
LETH. LETH represents and warrants that it has the corporate authority to
enter into this agreement without violation of any other agreement existing
and has appointed the signature appears below to execute this Agreement.
4) KUWAT agrees that the Biosphere System's manufactured by ALIA and delivered
by ALIA to KUWAT will be delivered to KUWAT's clients in the Middle East
and Iraq and will not be resold outside of the Middle East.
5) This Agreement may be signed in more than one counterpart and facsimile
signature is deemed to be original and accepted as such.
6) This Agreement shall be construed pursuant to the laws of the State of
Delaware, United States of America
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the 28th
day of May , 2003
/s/ Georges Ghorieb
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Xx Xxxxxxx Ghorieb
Kuwat Holdings S.A.
/s/ Xxxx Xxxxxxxxx
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Xx Xxxx Xxxxxxxxx
Alia Holdings S.A.
/s/ Dr. CA XxXxxxxxx
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Dr CA XxXxxxxxx,
X.Xx., Ph.D., N.I.H.C., X.XX., X.XXXX., F.F., Ful.S.,
President & Chief Executive Officer,
Life Energy & Technology Holdings Inc.,
for and on behalf of Life Energy & Technology Holdings Inc.
Exhibit A
Sale to Lebanon First Quarter Second Quarter Third Quarter Forth Quarter Total
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sale of 48 units at $5,900,000 to Lebanon
by LETH $70,800,000 $70,800,000 $70,800,000 $70,800,000 $283,200,000
direct cost of sale 48 units at $5,350,000
paid direct to factory $64,200,000 $64,200,000 $64,200,000 $64,200,000 $256,800,000
Gross Profit due to LETH start up cost $6,600,000 $6,600,000 $6,600,000 $6,600,000 $26,400,000
Money owed to the Factory for R & D paid
direct to factory $4,130,000 $3,540,000 $3,540,000 $3,540,000 $14,750,000
Money Due the Factory for Shipping and
Installation paid direct $1,860,000 $1,860,000 $1,860,000 $1,860,000 $7,440,000
Total Statrt Up Cost and Expenses $5,990,000 $5,400,000 $5,400,000 $5,400,000 $22,190,000
Net Profit due LETH $610,000 $1,200,000 $1,200,000 $1,200,000 $4,210,000
LETH Accounts Receivable now on books
$24,000,000 $0 $4,000,000 $4,000,000 $4,000,000 $12,000,000
LETH transfers 50% of the accounts to
Russians $6,000,000 $2,000,000 $2,000,000 $2,000,000 $12,000,000
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1 Biosphere Process(TM)System & Biosphere(TM)are copyright trademarks of the
Life Energy Partnership 1995 and Company
