Unassociated Document


     

    
      The
Red Oak Trust

      815A
Brazos, Suite 352

      Austin,
Texas 78701


       

      
        	 	 	October 28,
      2010


      

      


      UV Flu
Technologies, Inc.

      411 Main
St., Bldg 5

      Yarmouthport,
MA, 02675

      


      Attn.:
John J. Lennon, President and CEO

       

      
        	 	
                Re:

              	
                Letter of
      Intent by
      and between The Red Oak Trust (“Red Oak”) and UV Flu Technologies, Inc.
      (“UVFLU”)

              


      

       

      Dear Mr.
Lennon:

      


      This
Letter of Intent (this “LOI”) is intended as an expression of our mutual
intentions.  It shall be binding upon both parties, subject to the
terms and conditions contained herein, until formal definitive agreements (the
“Definitive Agreements”) including, but not limited to, a Stock Purchase
Agreement which is described in Article “2” of this LOI confirming the terms and
conditions set forth in this LOI as well as setting forth such representations
and warranties and other provisions which are customary in a transaction of this
nature are acceptable to us and our respective attorneys.  If any or
all of the Definitive Agreements are not executed, this LOI shall nonetheless be
binding subject to completion of due diligence under Article 1 below. This LOI
rescinds and voids in its entirety that certain letter of intent between UVFLU
and Red Oak dated October 26, 2010.

      


      1.           Subject
to completion of legal due diligence by UV Flu Technologies, Inc., a Nevada
corporation (“UVFLU”), on or prior to November 18, 2010 (the “Closing Date”),
subject to one or more mutually agreed upon extensions, shall acquire one
hundred (100%) percent of the issued and outstanding unit of RxAir Industries,
LLC a Nevada limited liability company (“RxAir”) which is wholly owned by Red
Oak (the “Acquisition”). The parties agree to automatically extend the Closing
Date for up to an additional thirty (30) days in the event UVFLU’s auditor
advises that the audit cannot be completed by November 18, 2010.

      


      2.           The
terms of the Acquisition shall be set forth in a Stock Purchase Agreement by and
between Red Oak and UVFLU, which shall include, but not be limited to, the
following terms and conditions:

      


      A.           Purchase Price: The
Purchase Price (the “Purchase Price”) with respect to the Acquisition shall
be:

      


      (i)           One
hundred and twenty five thousand ($125,000) dollars in cash (the “Cash Purchase
Price”) to Red Oak, payable:

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

         

      

      (a)           ten
thousand ($10,000) dollars upon the execution of this LOI;

      


      (b)           fifteen
thousand ($15,000) dollars upon the completion of the audit of RxAir, with
respect to which UVFLU agrees to diligently pursue and cooperate with the
auditors; and

      


      (c)           one
hundred thousand ($100,000) dollars at the closing of the Acquisition (the
“Closing”); and

      


      (ii)           One
million (1,000,000) shares of UVFLU common stock par value $0.001 per share (the
“Closing Shares”), pursuant to the following terms and conditions:

      


      (a)           At
the Closing, UVFLU shall deliver the Closing Shares to Red Oak in “book
form.”

      


      (b)           Commencing
six (6) months after the Closing Date, Red Oak shall be entitled to sell the
Closing Shares subject to Red Oak meeting the conditions under Rule 144 of the
Securities Act of 1933, as amended.

      


      (c)           UVFLU
agrees that on the Closing Date, it shall provide a letter of instruction to its
transfer agent stating that at any time after 6 months from the Closing Date,
the transfer agent can accept a legal opinion from legal counsel other than
legal counsel to UVFLU with respect to any request for removal of the
restrictive legend related to the Closing Shares.  For purposes of
this Sub-Subparagraph “(c)” of this Subparagraph “(ii)” of this Paragraph “B” of
this Article “2” of this LOI, a legal opinion from the firm of Mintz &
Fraade, P.C. shall be deemed acceptable to UVFLU.

      


      B.           Consulting Agreement:
UVFLU agrees to enter into a Consulting Agreement with Bryan A. Scott or an
entity designated by Bryan A. Scott (jointly, the “Consultant”), which shall
include, but not be limited to, the following terms and conditions:

      


      (i)           The
term of the Consulting Agreement shall be nine (9) months.

      


      (ii)           The
amount of the Consulting fees (the “Consulting Fees”) shall be an aggregate of
ninety thousand ($90,000) dollars, payable ten thousand ($10,000) dollars per
month (the “Monthly Consulting Fees”) beginning thirty (30) days from the
Closing Date.

      


      (iii)           UVFLU
may only terminate the Consulting Agreement in the event of the Consultant’s
conviction with respect to material fraud.

      


      (iv)           It
is acknowledged and agreed that the Consultant shall not be an officer of either
RxAir or UVFLU.

      


      C.           UVFLU
agrees that it shall issue to each of Manny Marquez, Melanie Paschal and John
Bugg, three key personnel of RxAir, subject to their continued active
involvement with RxAir, one hundred thousand (100,000) shares of UVFLU common
stock as follows:

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      (i)           twenty
five thousand (25,000) shares on the Closing Date;

      


      (ii)           twenty
five thousand (25,000) shares six (6) months after the Closing Date;
and

      


      (iii)           fifty
thousand (50,000) shares twelve (12) months after the Closing Date.

      


      D.           UVFLU
agrees that on the Closing Date it shall assume the obligations of RxAir which
are set forth on the schedule which is annexed hereto and made a part hereof as
Exhibit “A.”

      


      E.           Red
Oak agrees that it shall:

      


      (i)           Cancel
all promissory notes payable by RxAir to Red Oak and Bridgepoint Partners, LLC,
a Nevada limited liability company (“Bridgepoint”);

      


      (ii)           Pay
in full and cancel all RxAir lines of credit secured by Red Oak, Bridgepoint or
Bryan A. Scott, personally; and

      


      (iii)           Resign
as the Operating Manager of RxAir.

      


      3.           SEC Filings. 
UVFLU agrees that it shall use best efforts to remain current with its filing
obligations with the SEC for a minimum of twelve (12) months from the Closing
Date.

      


      4.           Non-refundable
Deposit.  Simultaneously with the execution of this LOI, UVFLU shall
pay ten thousand ($10,000) dollars as a non-refundable deposit to Red Oak (the
“LOI Deposit”) that shall be wired to Mintz & Fraade, P.C., per written
instructions below, to be utilized as directed by Red Oak.  Subject to
Article 1 above, on or prior to the second (2nd)
business day after the completion of the audit of RxAir, UVFLU shall pay an
additional fifteen thousand ($15,000) dollars as a non-refundable deposit to Red
Oak (the “Due Diligence Deposit;” the LOI Deposit and the Due Diligence Deposit
are hereinafter jointly referred to as the “Non-refundable
Deposit”).

       

      
        	
                WIRE
      INSTRUCTIONS:

                HSBC
      BANK, USA

                666
      Fifth Avenue

                New
      York, NY 10103

                Attn:
      Ann Garamella, Assistant Manager

                Tel:
      (212) 489-6751

                Fax:
      (212) 489-6977

              	
                 

                 

                ABA/Routing
      No.: 021001088

                Account
      No.: 011-78674-4

                Account:
      MINTZ & FRAADE, PC ATTORNEY ESCROW
ACCOUNT

              


      

       

      5.           Each
party agrees that it shall be responsible for its own legal, accounting and
other advisory fees and expenses incurred in connection with the transaction
contemplated hereunder, including, but not limited to, any and all professional
fees and other costs incurred in connection with due diligence; provided,
however that UVFLU shall be responsible for all audit fees and costs incurred in
connection with the audit of RxAir.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

      6.           Each
party agrees that if, for any reason, it determines not to enter into the Stock
Purchase Agreement as a result of the other party violating this LOI, the
violating party shall not have any claims, rights or recourse against the
non-violating party either pursuant to this LOI or as a result of the failure of
the non-violating party to enter into the Stock Purchase Agreement.

      


      7.           Red
Oak acknowledges and agrees that, commencing from the date of this LOI and
continuing until the Closing Date, it shall operate the business of RxAir in a
manner which is consistent with a viable, going concern.

      


      8.           No
public disclosure of the terms of this LOI shall be made by either party hereto
or any of their respective representatives, without the written approval of the
other party, which shall not be unreasonably withheld, or except as may be
required by law or by judicial or other compulsory process; provided, however,
UVFLU may issue press releases in the ordinary course of business; provided
further, however, any press release referencing RxAir, its products or services
shall be subject to the foregoing written approval of Red
Oak.   Any party intending to make disclosure of the terms of
this LOI if required by law or by judicial or other compulsory process shall
notify the other party in writing as soon as possible and, if possible, in
advance of any such disclosure.

      


      9.           This
LOI may not be changed, modified, extended, terminated or discharged orally, and
shall only be changed, modified, extended, terminated or discharged by a written
agreement specifically referring to this LOI which is signed by both of the
parties to this LOI.

      


      10.           This
LOI shall in all respects be construed, governed, applied and enforced in
accordance with the laws of the State of New York and be deemed to be an
agreement entered into in the State of New York and made pursuant to the laws of
the State of New York, without giving effect to the principles of conflicts of
law.

      


      11.           In
consideration of the time and effort UVFLU will incur to pursue this
transaction, Red Oak agrees that, from the date of execution of this LOI (or, if
sooner, until such time as the parties agree in writing to terminate this LOI)
until the Closing, neither RxAir, Red Oak nor its shareholders nor any person or
entity acting on their behalf will in any way directly or indirectly (i)
solicit, initiate, encourage or facilitate any offer to directly or indirectly
purchase RxAir or assets related thereto, (ii) enter into any discussions,
negotiations or agreements with any person or entity which provide for such
purchase, or (iii) provide to any persons other than UVFLU or its
representatives any information or data related to such purchase or afford
access to the properties, books or records of RxAir to any such persons;
provided, however that if the Closing does not occur on, or prior to, November
18, 2010, or as mutually extended by the parties, the provisions of this Article
“11” of this LOI shall be deemed null and void. If RxAir, Red Oak, its
shareholders or its representatives receive any inquiry or proposal offering to
purchase RxAir or any assets related thereto, Red Oak will promptly notify
UVFLU.

      


      
        
          
          

        

        
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      12.           If
any term or provision hereof shall be held illegal or invalid, this LOI shall be
construed and enforced as if such illegal or invalid term or provision had not
been contained herein.

      


      13.           This
LOI may be executed in counterparts, by original or facsimile signature, with
the same effect as if the signatures to each such counterpart were upon a single
instrument; and each counterpart shall be enforceable against the party actually
executing such counterpart.  All counterparts shall be deemed an
original copy.

      


      14.           The
delay or failure of a party to enforce at any time any provision of this LOI
shall in no way be considered a waiver of any such provision, or any other
provision of this LOI.  No waiver of, delay or failure to enforce any
provision of this LOI shall in any way be considered a continuing waiver or be
construed as a subsequent waiver of any such provision, or any other provision
of this LOI.

      


      If the foregoing is in accordance with
your understanding, please so acknowledge by signing the enclosed copy of this
letter and returning it to the undersigned.

       

       

      
        
          	 	Sincerely,	 
	 	 	 
	 	The
      Red Oak Trust	 
	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Bryan
      A. Scott	 
	 	 	
                  Bryan
      A. Scott, Trustee

                	 
	 	 	 	 


        

      

      AGREED TO
AND ACCEPTED:

      


      UV Flu
Technologies, Inc.

      


      
        
          	 	 	 	 
	
                  By:
      

                	/s/ John
      J. Lennon	 	 
	John
      J. Lennon, President and CEO	 	 
	 	 	 	 


        

         

        
          
            
            

          

          
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      EXHIBIT
A

      


      


      
        	
                 
      

              	
                1.

              	
                Remaining
      lease obligation for the 3,900 square feet office and warehouse space
      located at 3323 Garden Brook Drive, Farmers Branch, Texas 75234, as
      evidenced by the Lease Agreement dated May 1st,
      2010 by and among WTHW, Ltd (as Landlord) and RxAir Industries, LLC
      (Tenant).   The term of the lease ends April 30th,
      2011.  The rent is $1,460 per month.  The Landlord
      holds a $4,380 security deposit.

              


      

      


      
        	
                 
      

              	
                2.

              	
                Remaining
      obligations for the promissory note dated September 18, 2009 having an
      original principal amount of $25,000 by and among Clean Air Research &
      Engineering Solutions, LLC (Payee) and RxAir Industries, LLC
      (Payor).  The note bears an interest rate of 6.5% per annum and
      is secured by US Patent #6,680,028 which is owned by RxAir Industries,
      LLC.  Monthly payments of principal and interest of $489.15 are
      due on the 12th
      calendar day of each month.  As of the date of this LOI, the
      note is in good standing and the remaining principal balance is
      $20,660.67.

              


      

      


      
        	
                 
      

              	
                3.

              	
                Remaining
      lease obligation for corporate services provided at 12225 Greenville Ave,
      Ste 700, Dallas, Texas 75243, as evidenced by the Lease Agreement dated
      July 1st,
      2010 between Centre Suites and RxAir Industries, LLC
      (Customer).  The term of the lease ends December 31st,
      2010.  The base rent is $150 per month plus service
      fees.

              


      

      


      
        	
                 
      

              	
                4.

              	
                Outstanding
      accounts payable.  Balance as of 10/20/2010 is
      $8,162.35.

              


      

      


      
        
          
          

        

        
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