[GRAPHIC OMITTED]
eSAFETYWORLD, INC.
100-31 South Jersey Avenue
Setauket, NY 11733
516-244-1454
Fax: 212-656-1978
March 21, 2000
Stephen B. Schneer, Chairman
Laminaire Corporation
960 East Hazelwood Avenue
Rahway, NJ 07065
Dear Mr. Schneer:
This letter summarizes various understandings between eSAFETYWORLD, Inc.
and Laminaire Corporation and assumes that all readers are familiar with the
following two points:
o Laminaire's relationships with vendors and customers of it CD Division
were much worse than had been disclosed. Blanket orders that were
expiring were nor being renewed, pricing and database files were badly
out-of-date or otherwise inaccurate, virtually no sales efforts had
taken place for an extended period of time and few vendors were
willing to ship product.
o Laminaire is unable to ship product for its CM Division because it is
unable to obtain materials from its vendors.
Laminaire and eSAFETYWORLD now agree that:
o The acquisition agreement dated August 23, 1999 will be amended
to adjust the purchase price of the intangible assets acquired
such that eSAFFTYWORLD will no longer assume any accounts payable
or accrued expenses from Laminaire and the two notes that
Laminaire received from eSAFFTYWORLD in the aggregate principal
amount of $500,000 will be reduced to $400,000. In addition, the
Agreement will be amended to (i) include a current toll free
(800) telephone number held by Laminaire as one of the assets
assigned to eSAFFTYWORLD and (ii) specify that filters purchased
from third parties and distributed without further value-added
procedures are included as CD sales items (as such, eSAFETYWORLD
is entitled to customer lists pertaining to filter sales to the
extent such lists exist). All other terms of the notes will
remain in force.
o eSAFETYWORLD will agree to function as a general contractor on
selected CM jobs. eSAFFTYWORLD will, at its sole discretion,
determine which jobs offered
by Laminaire to accept. If a job or contract is accepted,
eSAFETYWORLD will be assigned the customer sales order and will
obtain all materials, subcontract services and project management
required to undertake and complete the job. Laminaire will
provide all direct labor and fabrication work and receive a fee
for its sales and customer service functions. In general,
Laminaire will bill out its labor at $28 per hour and receive a
sales and service fee equal to three percent of the total sales
price. However, Laminaire may propose different different terms
on a case-by-case basis. eSAFETYWORLD will bill the customer when
a job is shipped and Laminaire will concurrently bill
eSAFETYWORLD for its services. Both parties agree that the
underlying reason for this arrangement is that Laminaire is
unable to fulfill customer orders because it is on credit hold
with substantially all of its CM vendors. This portion of the
agreement will remain in effect until June 30, 2000 and will be
reviewed and reconsidered by both parties at that date.
o Laminaire will provide miscellaneous other administrative
services for eSAFETYWORLD through April 30, 2000 and eSAFETYWORLD
will provide sales and management services for Laminaire through
the same period. Each service will be considered to have
approximately equal values.
eSAFETYWORLD will agree to drop any other claims that it may have against
Laminaire upon Laminaire executing this agreement.
Any controversy or claim arising out of or relating to this agreement, or
the breach thereof, shall be settled by arbitration in accordance of the rules
of the American Arbitration Association, and judgment upon the award rendered by
the arbitrator(s) shall be entered in any court having jurisdiction thereof. For
that purpose, the parties hereto consent to the jurisdiction and venue of an
appropriate court located in Suffolk County, State of New York. In the event
that litigation results from or arises out of this Agreement or the performance
thereof, the parties agree to reimburse the prevailing party's reasonable
attorney's fees, court costs, and all other expenses, whether or not taxable by
the court as costs, in addition to any other relief to which the prevailing
party may be entitled. In such event, no action shall be entertained by said
court or any court of competent jurisdiction if filed more than one year
subsequent to the date the cause(s) of action actually accrued regardless of
whether damages were otherwise as of said time calculable.
Please review and return no later than March 29, 2000,
Sincerely,
/s/ EDWARD A HEIL
Edward A Heil
President
2
Agreed to by:
/S/ [ILLEGIBLE]
- ---------------
NAME
/S/ Director
- ---------------
Title
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100-31 South Jersey Avenue
Setauket, NY 11733
631-244-1454
Fax: 212-656-1978
April 4, 2000
Stephen B. Schneer, Chairman
Laminaire Corporation
960 East Hazelwood Avenue
Rahway, NJ 07065
Dear Mr. Schneer:
The purpose of this letter is to set forth a list of payments made by
eSAFETYWORLD, Inc. on behalf of Laminaire Corporation. All such payments are
being offset against the promissory notes in the aggregate principal amount of
$400,000 due by eSAFETYWORLD to Laminaire.
The payments are as follows:
Guarantees:
Texwipe $ 62,400
Alma 77,805
Kimberly Clark 79,882
Eichler Bergsman & Co., LLP 7,500
Cash used by Laminaire (1) 130,859
Offset of Note due from Laminaire 82,000
--------
Total 440,446
Amount of Notes 400,000
--------
Amount due to eSAFETYWORLD $ 40,446
========
(1) This amount relates to cash collected by Laminaire on sales pertaining to
eSAFETYWORLD during the period August 1999 to February 2000 as follows:
Period Sales Cost of sales Other Net
August 22, 1999
through October $355,969 $213,110
November - December 76,000 55,900
January - February 59,900 44,000
-------- --------
Total $491,869 $313,010 $ 48,000 $130,859
======== ======== ======== ========
All amounts were obtained from Mr. Daniele. The amount included in "Other"
represents $8,000 per month to cover Laminaire's costs of servicing the
invoices. No attempt was made to reduce the cost of sales amount for purchases
actually made by eSAFETYWORLD.
After reviewing the data above, please call me to arrange for payment of the
amount due.
Sincerely,
Edward A. Heil
President
cc. R. Bret Jenkins
K. Ivan F. Gothner
Asim Kohli
2
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100-31 South Jersey Avenue
Setauket, NY 11733
631-244-1454
Fax: 212-656-1978
April 10, 2000
Stephen B. Schneer, Chairman
Laminaire Corporation
960 East Hazelwood Avenue
Rahway, NJ 07065
Dear Mr. Schneer:
The purpose of this letter is to follow-up on our letter of April 4, 2000 in
which we set forth a detailed listing showing that Laminaire owes eSAFETYWORLD
approximately $40,400. Based on our discussions, it appears unlikely that
Laminaire has (i) the capability of paying that obligation or (ii) the ability
to obtain deliveries from vendors to service its orders and generate cash flow.
As a means of resolving the matters described in the first paragraph above, we
propose that Laminaire provide eSAFETYWORLD with its cleanroom manufacturing
customer list, on a nonexclusive basis. Such assignment will fully satisfy the
amount owed to eSAFETYWORLD by Laminaire.
It is further understood that:
o eSAFETYWORLD will contract fabrication functions on purchase orders
obtained by eSAFETYWORLD from customers on the list to the extent that it
deems appropriate. In the case that Laminaire receives a purchase order
from eSAFETYWORLD for fabrication work, eSAFETYWORLD will function as a
general contractor and will provide all materials needed to complete the
job.
o eSAFETYWORLD will own all designs and drawings relating to each such job.
o The assignment of the customer list is being done on a nonexclusive basis.
Laminaire retains the right to assign the list to others except that
Laminaire agrees that it will not assign the list or any portions thereof
to any current or former Laminaire employee, officer or director without
the written consent of eSAFETYWORLD.
This offer remains open through the close of business on April 12, 2000.
Sincerely,
Edward A. Heil
President
Agreed to by:
- --------------------------------
Name
- --------------------------------
Title
- --------------------------------
Date
2
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100-31 South Jersey Avenue
Setauket, NY 11733
631-244-1454
Fax: 212-656-1978
May 2, 2000
Stephen B. Schneer
Laminaire Corporation
960 East Hazelwood Avenue
Rahway, NJ 07065
Dear Mr. Schneer:
The purpose of this letter is to update our letter of April 4, 2000 in
which we summarized our transactions with Laminaire. Since then, Laminaire
performed some fabrication services for us and we purchased some used Laminaire
equipment. The equipment that we purchased is as follows:
o Two printers (including the old HP printer that belonged to Thermo-Mizer
Environmental Corp.),
o One wooden bookcase,
o One three drawer filing cabinet (that belonged to Thermo-Mizer),
o One Pentium II Computer with 19" monitor,
o One Pentium II Computer with 17" monitor and inkjet printer,
o Display units,
o Two wooden tables, and
o Three adding machines.
We understand that the book value of the foregoing items is negligible but have
nevertheless
agreed to pay $6,000 for the entire package.
A summary of the transactions and balances due our companies since April 4,
2000 is as follows:
Net amount due to eSAFETYWORLD at 4/2/00 $ 40,446
Billing for fabrication services performed by
Laminaire for eSAFETYWORLD (32,000)
Purchase of used office equipment (6,000)
--------
Balance due to eSAFETYWORLD at 5/2/00 $ 2,446
--------
As we have advised you in the past, we have had ongoing problems caused by
the actions of current and former Laminaire employees and will not perform any
services whatsoever for Laminaire in the future.
Sincerely,
Edward A. Heil
President
Cc: R. Bret Jenkins