AGREEMENT
This Agreement is made this 16th day of January, 1997, by and among Interchem
Environmental, Inc., a Delaware corporation, ("Interchem") and Soy Environmental
Products, Inc. a Delaware corporation, ("SEPI").
WHEREAS, Interchem is the owner of a 50% equity interest in an Iowa limited
liability company, entitled Interwest, L. C. ("Interwest"); and
WHEREAS, Interchem is willing to transfer 50% of their interest in Interwest
upon terms and conditions herein set forth; and
WHEREAS, SEPI is willing to acquire said 50% interest on the terms and
conditions herein set forth;
NOW THEREFORE, the parties do hereby agree as follows:
1. Interchem hereby agrees to transfer to SEPI 50% of its interest in
Interwest subject to the terms, conditions and limitations set
forth in the Operating Agreement of Interwest.
2. SEPI hereby agrees to acquire from Interchem the said 50% Interest
for the sum of One Hundred Ninety Thousand Dollars ($190,000.00).
3. Interchem agrees to take all actions required under the Operating
Agreement of Interwest to effectuate the transfer set forth in
Paragraph 1 above.
4. SEPI agrees to execute any and all documents or instruments
required by the Operating Agreement of Interwest to effectuate the
transfer set forth in Paragraph 1, above.
5. This Agreement shall not be assignable by either party hereto
without the written consent of the other party.
6. The terms and conditions of this Agreement shall be binding upon
the parties hereto and the legal representatives, successors and
assigns.
7. All funds obtained under this agreement shall be for the exclusive
use of the development and construction of the Interwest project.
8. This Agreement contains the entire agreement between the parties
hereto and no modification of the Agreement shall be effective
unless in writing and signed by both parties.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first
written above.
Interchem Environmental, Inc.
By /s/ ▇▇▇ ▇. ▇▇▇▇
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Soy Environmental Products, Inc.
By /s/ ▇▇▇▇ ▇▇▇▇
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