January 6, 2003
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Dear Sir:
Re: Sale of Bruden Steaming and Vac Truck Service Ltd.
We provide this binding letter (the "Letter of Agreement") to confirm our
agreement to sell to you all the issued and outstanding shares of Bruden
Steaming and Vac Truck Service Ltd. (the "Transaction"). We confirm that this
letter of Agreement has been prepared to set out the terms and conditions of the
Transaction. We also confirm this Letter of Agreement is binding on all
parties.
1. DEFINITIONS. For the purpose of this Letter of Agreement the following
terms shall be defined as follows:
(a) "DESI" means Duro Enzymes Solutions Inc.;
(b) "DEPI" means Duro Enzyme Products Inc.;
(c) "Bruden" means Bruden Steaming and Vac Truck Services Ltd;
(d) "Bruden Shares" means all the issued and outstanding shares of all
classes in the capital stock of Bruden;
(e) "▇▇▇▇▇▇" means ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ of Alberta, Canada;
(f) "Regulatory Authorities" means the relevant regulatory authorities
applicable to DESI, DEPI and, Bruden, respectively and "applicable
securities laws" means the securities laws of the Regulatory
Authorities, as applicable.
2. REPRESENTATIONS BY BRUDEN. This Letter of Agreement is based upon the
following representations and warranties made by you:
(a) Bruden is duly incorporated as a private company, validly exists and
is in good standing with respect to all filings required under the
Laws of Alberta.
(b) The Share capital of Bruden has been disclosed to ▇▇▇▇▇▇;
Page 2 January 6, 2003
(c) The Bruden Shares are validly issued and outstanding, as fully paid
and non-assessable, and are registered in the names of and
beneficially owned by DESI;
(d) The Bruden Shares are the only issued and outstanding equity
securities of Bruden and there are no outstanding options on, or
rights to subscribe for, any of the unissued shares in the capital of
Bruden, that are not disclosed;
(e) The Bruden Shares are free and clear of all liens, charges and
encumbrances;
(f) ▇▇▇▇▇▇ and DESI have good and sufficient right and authority to enter
into and complete the transactions contemplated by this Letter of
Agreement on the terms and conditions set forth herein.
3. REPRESENTATIONS BY DESI AND DEPI. This Letter of Agreement is based
upon the following representations and warranties made by us:
(a) DESI is duly incorporated as a private company, validly exists and is
in good standing with respect to all filings required under the Laws
of Canada.
(b) DEPI is duly incorporated as a Public Company, validly exists and is
in good standing with respect to all filings required under the Laws
of Nevada and its shares are posted for trading pursuant to the OTC BB
facilities of the NASD.
(c) The DEPI Shares to be delivered pursuant to the provisions of
paragraph 5 of this Letter of Agreement will, when returned, pursuant
to the terms of this Letter of Agreement, be validly cancelled; and
(d) ▇▇▇▇ and DEPI both have good and sufficient right and authority to
enter into and complete the transactions contemplated by this Letter
of Agreement on the terms and conditions set forth herein.
4. REPRESENTATIONS BY ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇. This Letter of Agreement is
based upon the following representations and warranties made by us:
(a) ▇▇▇▇▇▇ has control of the 60,000,000 shares of DEPI
5. PURCHASE AND PURCHASE PRICE. DESI will Sell the Bruden Shares to
▇▇▇▇▇▇, subject to the terms and conditions of this Letter of
Agreement and the ▇▇▇▇▇▇ will sell to DESI, all of the DEPI Shares for
the Market price of December 24, 2002 ($270,000) as agreed (the
"Purchase Price"). Such Purchase Price is to be satisfied by delivery
to the DESI not resident in the United States, the 60,000,000 common
shares in the capital stock of DEPI (the "DEPI Shares").
6. CLOSING DATE. The Letter of Agreement is closing as agreed on December
24, 2002 with the effective date of the business disposition date on
December 24, 2002 (the "Closing").
Page 3 January 6, 2003
Please sign and return to us the enclosed copy of this Letter of Agreement to
indicate your agreement to the terms set forth herein.
Yours truly,
DURO ENYZME SOLUTIONS INC. DURO ENYZME PRODUCTS INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇, President ▇▇▇▇▇ ▇▇▇▇▇, President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ hereby accept the terms set forth herein as of the date of
this Letter of Agreement.
Dated the 6th day of January, 2003.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇:
Per:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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