EX-2.1
from 8-K
4 pages
1. the Parties Agree That Joint Venture Company, Btxc, Shall Be Owned Sixty-Five Percent (65%) by Biotex Corp. (“Biotex”) or Its Assign and Thirty-Five Percent (35%) by Citrus Products of Belize Ltd. (“Cpbl”) or Its Assign. 2. the Net Profits Generated by Btxc, Minus a Working Capital Reserve to Be Determined by the Btxc Board of Directors, Shall Be Distributed on a Quarterly Basis on the Same Percentage Basis as Each Party’s Equity Ownership. for the Purpose of This Agreement, Net Profits Is Defined as Gross Revenues From the Sale of Finished Products Less All Associated Costs of Operation, Including, but Not Limited To, Salaries and Wages, Utilities, Commissions, SG&A, Royalties and Debt Service. an Additional 20% of Net Profits Will Be Retained to Establish a Sinking Fund in Order to Retire the Debt Incurred in Building the Plant Until Such Time That the Debt Is Retired. 3. the Parties Agree That the Board of Directors of Btxc Shall Be Comprised of Three Seats. Mr. Scott Silverman Shall Serve as Chairman and Dr. Henry Canton and Mr. Robert Dezanger Shall Serve as the Other Directors. All Directors Shall Also Serve as Executive Officers of the Company. 4. Cpbl Shall Have the Following Responsibilities: A) Cpbl Will Provide Btxc the Citrus Peel Waste Stream, at No Charge, for a Period of Ten Years From the Date of Commencement of Waste Peel Processing by Btxc. Thereafter, Cpbl May Charge a Small Fee Per Ton for the Waste Peel. B) Cpbl Acknowledges That the Facility That Will Be Built at the Brown Plant Is Double the Size of That Originally Contemplated and Hence the Cost of Construction Has Doubled. Cpbl Agrees to Provide Additional Peel From the Fmc Plant to Keep the Expanded Facility Operating at Maximum Capacity
12/34/56
