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EXHIBIT 10.4
LETTER OF INTENT BY AND BETWEEN EXSORBET INDUSTRIES, INC.
AND T.J. AND LINDA CULPEPPER
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[EXSORBET LETTERHEAD]
May 2, 1996
INTENTION TO ACQUIRE STOCK
This letter will evidence the intention of Exsorbet Industries, Inc.,
an Idaho corporation, to acquire from T. J. Culpepper and Linda Culpepper all
of the outstanding stock and assets of Asbestos Abatement, Inc., a Mississippi
corporation, in exchange for common stock of Exsorbet Industries, Inc. to be
"valued" at $1,000,000, as defined below and on the terms and conditions
specified below. This letter will further evidence the intention of Exsorbet
Industries, Inc., an Idaho corporation, to acquire from T. J. Culpepper all of
the outstanding stock and assets of T. J. Culpepper in Chem-Bio Laboratories,
Inc., a Mississippi corporation, in exchange for common stock of Exsorbet
Industries, Inc. to be "valued" at $1,400,000 as defined below and on the terms
and conditions specified below.
RESTRICTED STOCK
All stock exchanged or provided by Exsorbet Industries, Inc., as part
of the consideration for this agreement, will be restricted pursuant to
Regulation 144 of the United States Securities and Exchange Commission. Such
shares may not be sold, transferred, hypothecated, encumbered, assigned, or
conveyed until after the expiration of two years from the date of issuance of
such shares by the stock transfer agent of Exsorbet Industries, Inc. The shares
of stock shall bear an appropriate restrictive legend specifying such
restrictions, and the restrictions pursuant to Regulation 144. Such legend may
specify that the stock is acquired for investment purposes only and contain
such other legend as is reasonably required by Exsorbet Industries, Inc. or its
transfer agent. Such shares of stock shall not be registered and may not be
sold, even after the expiration of two years, without an opinion of counsel
that such shares of stock may be sold under an exemption to registration. All
stock issued to employee which is restricted stock shall be subject to the
requirements of Regulation 144 and all statutes, rules, and regulations of the
state in which sale of the stock may occur and of the United States.
STOCK VALUATION
The value of the restricted stock shall be determined by taking the
average closing bid price on the common stock of Exsorbet Industries, Inc., as
reported by Bloomberg, L.P., for the five business day period immediately
preceding the date on which the transfer agent of Exsorbet Industries, Inc. is
instructed to issue the stock certificates, or in the event the common stock is
not reported on such system, the fair market value of the common stock as
determined by the Board of Directors of Exsorbet Industries, Inc. in its good
faith judgment.
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CHEM-BIO ACQUISITION
The stock of Exsorbet Industries, Inc. exchanged for all of the
outstanding common stock of Chem-Bio Laboratories, Inc. will be provided as
follows:
(a) stock "valued" at $400,000 shall be issued on the date of
closing of the agreement between the parties;
(b) stock "valued" at $500,000 shall be issued one year after the
date of closing; and
(c) stock "valued" at $500,000 shall be issued two years after
the date of closing.
The "value" of the stock shall be determined on the date of its issuance, as
specified in the immediately preceding paragraph. However, the value of the
stock issued one year or more following the closing of the agreement between
the parties shall be reduced by ten percent (10%), and an additional amount of
stock valued at $50,000 shall be issued one year after the date of closing,
with an additional amount of stock valued at $50,000 to be issued two years
after the date of closing. To the extent that this provision may create taxable
liability for T. J. and/or Linda Culpepper, they may, at their sole option and
election, waive such condition. The parties will work together to arrive at
such terms as will most likely ensure that the Chem-Bio transfer is a
non-taxable transaction pursuant to Section 368 of the Internal Revenue Code.
CULPEPPER LOAN
At the time of closing, Exsorbet Industries, Inc. shall loan to
T. J. Culpepper the sum of One Million Dollars ($1,000,000.00). The loan shall
be fully collateralized by the shares of Exsorbet Industries, Inc. common stock
received at closing. T. J. Culpepper shall execute a demand note for One
Million Dollars ($1,000,000) payable to the order of Exsorbet Industries, Inc.,
at closing, contemporaneously with the exchange of the sum of One Million
Dollars ($1,000,000.00). It is specifically agreed and understood that Exsorbet
will not make any demand for repayment of the loan unless and until
T. J. Culpepper effects a sale of any portion of the common stock to be paid to
T. J. Culpepper as consideration for this transaction. The amount of any single
demand for repayment to T. J. Culpepper shall be limited to the amount
representing the fair market value of any stock sold, transferred,
hypothecated, or conveyed. However, future demands on the note may be made at
any time that T. J. Culpepper, or his heirs or assignees, effect a sale of any
portion of the common stock received on the date of closing, on the same terms
and conditions as specified in this paragraph. T. J. Culpepper will waive the
statute of limitations as a defense, in light of state statutes limiting
the time period for enforceability of a demand note, even in the absence of a
demand for payment or default. At the option and election of T. J. Culpepper
and with the consent of Exsorbet Industries, Inc. Board of Directors, the stock
transferred at closing may be returned to Exsorbet Industries, Inc. at any
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time more than three years after closing, in full satisfaction of the
$1,000,000 obligation of T. J. Culpepper to Exsorbet Industries, Inc. The
parties will work together to arrive at such terms as ensure that this
transaction constitutes a pooling of interests.
EMPLOYMENT CONTRACTS
Exsorbet will execute employment contracts with T. J. and Linda
Culpepper whereby Linda Culpepper will be employed for a period of one year at
a salary of $42,000 per year. T. J. Culpepper will be employed for a period
of four years at a salary of $115,000 per year. Both will be eligible for
performance bonuses to be determined by Exsorbet's Board of Directors,
depending upon revenue generated from their efforts. Both will be eligible to
participate in all benefit plans offered to similarly situated employees. Both
will be entitled to reimbursement for any authorized expenses incurred in their
employment. T. J. Culpepper will be entitled to reimbursement for auto and
travel expenses incurred in his employment. Their duties will be determined by
Exsorbet's President, but it is understood that T. J. Culpepper will be involved
in sales and marketing and Linda Culpepper will act as an administrative
official. Both will be eligible to participate in the employee incentive plan,
as is determined by the Compensation Committee of Exsorbet. The number of
shares of stock options available, if any, is left solely to the discretion
of the Compensation Committee, subject to appropriate rules established for the
committee to act.
CORPORATE LIABILITIES
At the time of closing, all liabilities of Asbestos Abatement Systems,
Inc. and Chem-Bio Laboratories, Inc. will be current. Prior to closing, any
transactions not in the normal course of business or any new contracts or
obligations exceeding $5,000 will be submitted to Exsorbet's president for
approval. Exsorbet is relying upon the accuracy of the financial statements and
disclosures made by the Culpeppers in entering this letter of intent.
CORPORATE ASSETS EXCLUDED
It is understood that the real estate on which Asbestos Abatement
Systems, Inc. and Chem-Bio Laboratories, Inc. have their headquarters is not an
asset of either corporation. Exsorbet Industries, Inc. shall be entitled to
lease the premises on a long term basis on terms that are at least as favorable
as those currently in effect.
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OPERATIONS PRIOR TO CLOSING
The business will be carried on as usual and both parties agree to
closing no later than May 30, 1996, or earlier if all contractual documents and
arrangements are prepared, available, and acceptable to the parties.
/s/ T.J. CULPEPPER
______________________________________
T.J. Culpepper
/s/ LINDA CULPEPPER
______________________________________
Linda Culpepper
/s/ ED SCHRADER
______________________________________
Dr. Ed Schrader
President of Exsorbet Industries, Inc.