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EXHIBIT 10(vi)
September 26, 1996
New Researches Corporation
00 xxx Xxxxxx-Xxxxx
Xxxxxx, XX-0000 Xxxxxxxxxxx ("NRC")
- and -
RIF Capital Inc.
c/o Corporate Services
Price Xxxxxxxxxx Xxxxxx
XX Xxx 000X
Xx. Xxxxxxx, Xxxxxxxx ("RIF")
- and -
St. Xxxxxxx Trust Corp., as Trustee for
Central Investment Trust
XX Xxx 000X Price Waterhouse Centre
St. Xxxxxxx, Barbados (the "Trust")
Dear Sirs:
LETTER OF UNDERSTANDING
This Letter of Understanding outlines the terms of the Agreement between the
parties: RIF Capital Inc. And Central Investment Trust, collectively (the
"Vendors"), New Researches Corporation and InterUnion financial Corporation
("InterUnion").
1. Central Investment Trust (the "Trust") is the owner of all the issued
and outstanding common shares of RIF Capital Inc. ("RIF") and RIF is
the owner of all the issued and outstanding shares of New Researches
Corporation ("NRC"), a company incorporated under the laws of Panama.
2. NRC owns 3,216,667 common shares and 200,000 common share purchase
warrants of Genesis and 50,000 common shares of Unirom.
3. Genesis is a public company incorporated in the Province of Ontario and
Unirom is a private company incorporated in the Province of Ontario.
4. InterUnion has expressed to the Vendors an interest in purchasing all
the issued and outstanding shares of New Researches Corporation and
the Vendors have granted to InterUnion an irrevocable option
(the"Option") to purchase NRC.
5. The terms of this Letter of Understanding are subject to each party
being satisfied with its due diligence investigation of the other
parties to the agreement.
6. All documentation required to complete the transaction and any other
actions contemplated by the Agreement as outlined in this Letter of
Understanding shall be prepared and undertaken in accordance with the
laws of the State of Delaware.
Page E - 59 of E - 69
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TERMS OF THE OPTION
a. InterUnion shall pay to the Vendors, or at their direction, a
non-refundable Option fee of US$80,000 on or before December 15, 1996.
b. The Option shall expire on December 15, 1997 ("Closing Date").
c. InterUnion shall provide written notice of its intention to exercise
the Option to the Vendors and NRC.
d. The purchase price paid by InterUnion to the Vendors, upon exercise of
the option shall be:
i) US$2,000,000 payable on or before the Closing Date (4:00 p.m.
Palm Beach time); and
ii) upon the sale of any of the common shares of Genesis, including
any shares issued pursuant to the exercise of the common share
purchase warrants of Genesis, after the Closing Date, InterUnion
shall pay to the Vendors eighty percent (80%) of the proceeds
realized from such sales, in excess of C$1.00 per share. This
condition shall not expire except by mutual agreement of all
parties to this Agreement.
e. In the event that NRC receives a bona fide offer from a third party to
purchase its common shares during the term of the Option and, if NRC
should desire to accept said offer, NRC shall immediately forward a
copy of the offer to InterUnion. InterUnion shall have a period of ten
calendar days from the receipt of the offer to counter the offer or
exercise the Option by giving notice, at its sole discretion, in
accordance with term c. If InterUnion fails to match the offer or
exercise the Option, NRC shall have the absolute right to accept the
offer from the third party and to declare the Option to be null and
void.
If this Letter of Understanding reflects your understanding of the terms of the
Agreement, please so indicate by signing and returning one copy of this Letter
of Understanding to the undersigned.
INTERUNION FINANCIAL CORPORATION
/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
President and CEO
Agreed and accepted Agreed and accepted
this 26th day of September, 1996 this 26th day of September, 1996
By: /s/ X. Xxxxxxxxx By: /s/ Xxxxxxx Woodli
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RIF Capital, Inc. New Researches Corporation
Agreed and accepted
this 26th day of September, 1996
By: /s/ Xxxxx Xxxxx
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St. Xxxxxxx Trust Corp. As Trustee for
Central Investment Trust
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