exh10-1_ltrofintent.htm


     

    
      

      

    

     

     

     

     

    EXHIBIT 10.1

     

    BINDING LETTER OF INTENT WITH

    CONCORD INDUSTRIES, INC.

    DATED JANUARY 15, 2008

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

       

       

       

      SEAENA

    

     

     

    January 15, 2008


     

    Karen Condron,
      President
Concord Industries, Inc.

    19 Willard
      Road

    Norwalk, CT
      06851

     

    
      	
              Re:

            	
              Binding
                Letter of Intent 

            


    

     

    Dear
      Karen:


    This
      Binding Letter of Intent outlines the terms and conditions on which Concord
      Industries, Inc. (“Concord”) has agreed to be
      acquired by Seaena, Inc. (“SEAI”) (the “Acquisition”):

    


    
      	
              1.

            	
              Acquisition:  All
                of the issued and outstanding capital stock of Concord shall be exchanged
                for shares of SEAI, such that immediately after the closing of the
                Acquisition, the shareholders of Concord shall own 60% of the then
                outstanding shares of SEAI and Concord shall be a wholly-owned subsidiary
                of SEAI.  The 60% ownership shall be calculated after the
                issuance of shares of Kevin Ryan as described in Paragraph 6(a)
                below.  53% of the shares shall be released to the Concord
                shareholders at the Closing and 7% shall be held in escrow as described
                in
                Paragraph 2 below.  Exhibit A to this Binding Letter of Intent
                sets forth the proposed deal structure.


            


    

    


    
      	
              2.

            	
              Release
                from Escrow:  The shares held in escrow shall be released
                if the surviving company shall have achieved certain milestones pertaining
                to sales and income over a three-year period following the Closing,
                as set
                forth in Exhibit A attached hereto.  Such milestones are shown
                as preliminary in Exhibit A and shall be finalized in the Definitive
                Agreement (hereinafter defined). 

            


    

    


    
      	
              3.

            	
              Management
                of SEAI post-Acquisition:  After the closing of the
                Acquisition, the board of directors of SEAI shall consist of seven
                members:  Grant Stoddart, Sean Condron, Karen Condron, Robert
                Rosenblatt, Kevin Ryan, Doug Lee and Suzanne Herring.  SEAI and
                Concord may change their designees to the board.  The new board
                shall elect the new officers of the post-Acquisition company.
                

            


    

    


    
      	
              4.

            	
              Expenses:  Each
                party shall be responsible for the payment of all expenses incurred
                by it
                in connection with the transactions proposed in this Binding Letter
                of
                Intent. 

            


    

    


    
      	
              5.

            	
              Closing:  The
                closing of the transaction contemplated by this offer will be held
                at the
                offices of SEAI on or before March 31, 2008 (the “Closing Date”) or any
                other place, time or date mutually agreeable to SEAI and Concord.
                

            


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      Karen Condron,
        President
Concord Industries, Inc.

      January 15,
        2008

      Page
        2

    

     

     

    
      	
              6.

            	
              Closing
                Conditions:  Upon execution of this Binding Letter of
                Intent by SEAI and Concord, the obligation of SEAI and Concord to
                close
                and complete the Acquisition is subject to the following conditions
                (collectively, the “Closing Conditions”):
                

            


    

    


    
      	
               

            	
              (a)

            	
              Kevin
                Ryan shall have converted all amounts owed to him by SEAI into shares
                of
                SEAI common stock at a price equal to the average of the closing
                stock
                price as quoted on the OTCBB over the 20 days immediately preceding
                the
                date of conversion. Such conversion shall be implemented immediately
                preceding the Closing. 

            


    

     

    
      	
               

            	
              (b)

            	
              Kevin
                Ryan shall have given Karen Condron an irrevocable proxy to vote
                his
                shares of SEAI common stock, which proxy shall be in effect for a
                period
                of three years from the date of Closing.


            


    

    


    
      	
               

            	
              (c)

            	
              SEAI
                shall have obtained the necessary shareholder approval to implement
                a
                2-to-1 reverse split of its issued and outstanding shares of common
                stock.
                Such reverse stock split shall be implemented immediately preceding
                the
                Closing. 

            


    

    


    
      	
               

            	
              (d)

            	
              SEAI
                and Concord shall have completed a business plan for the combined
                company
                (the “Business
                Plan”) with an implementation timeline.


            


    

    


    
      	
               

            	
              (e)

            	
              A
                minimum of $3,000,000 shall have been raised for working capital
                and
                execution of the Business Plan by March 31, 2008 and no disruption
                has
                occurred in any Concord financing arrangements in place as of the
                date of
                this Letter of Intent. Such funds may be held in escrow and released
                at
                the time of Closing. Equity sold to raise this amount shall be considered
                as being issued by the surviving company, therefore diluting both
                the SEAI
                and Concord shareholders. 

            


    

    


    
      	
               

            	
              (f)

            	
              SEAI,
                as the surviving company, shall have entered into employment agreements
                with all members of the post-Acquisition management team.
                

            


    

    


    
      	
               

            	
              (g)

            	
              SEAI
                and Concord shall have received the approval of their respective
                boards of
                directors. 

            


    

    


    
      	
               

            	
              (h)

            	
              Each
                of SEAI and Concord shall have completed its due diligence investigations
                with respect to the business and financial statements of the other
                to its
                satisfaction. 

            


    

    


    
      	
               

            	
              (i)

            	
              SEAI
                and Concord shall have received all approvals, authorizations, and
                clearances needed from any government and/or regulatory authority.
                

            


    

    


    
      	
               

            	
              (j)

            	
              SEAI
                and Concord shall have received all approvals, consents and/or waivers
                necessary to permit all existing licenses to continue.
                

            


    

    


    
      	
               

            	
              (k)

            	
              There
                shall have no material adverse change in the regulatory status,
                conditions, assets, operations or business of SEAI between the date
                of
                this Binding Letter of Intent and the Closing.


            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      Karen Condron,
        President
Concord Industries, Inc.

      January 15,
        2008

      Page
        3

    

    
 

    
      	
               

            	
              (l)

            	
              SEAI
                shall have timely filed all reports with the Securities and Exchange
                Commission (“SEC”)
                required by Section 13 of the Securities Exchange Act of 1934 in
                compliance with all current rules and regulations of the SEC.
                

            


    

    


    
      	
              (m)         

            	
              SEAI
                shall not have received any notices of suspensions with respect to
                the
                trading of its shares of common stock in the public markets or with
                respect to any investigation, whether private or public, by the SEC,
                FINRA, Nasdaq or any other governmental or quasi-governmental
                organization.

            


    

    


    These
      conditions shall either be satisfied or waived by the party benefitting from
      such condition no later than March 31, 2008.

    


    
      	
              7.

            	
              Audited
                Financial Statements:  Concord shall have furnished SEAI
                with audited financial statements as of and for each of the two years
                ended December 31, 2007 and 2006 that are in compliance with applicable
                SEC rules and regulations by February 15, 2008.


            


    

    


    
      	
              8.

            	
              Formal
                Agreement:  This Letter is subject to SEAI and Concord
                    entering into a mutually acceptable formal agreement (a “Definitive Agreement”)
                embodying the terms of this Binding Letter of Intent and such other
                terms
                as are agreed upon by the parties, as soon as reasonably possible
                and in
                no event later than one week after receipt of the audited financial
                statements referred to in Paragraph 7 above.  Until the
                Definitive Agreement has been signed, this Binding Letter of Intent
                shall
                be binding on the parties hereto. 

            


    

    


    
      	
              9.

            	
              Investigative
                Due Diligence:  Consummation of the Acquisition is
                contingent upon completion of due diligence by SEAI and Concord,
                the
                results of which shall be satisfactory to both parties.  Each
                party will permit the other’s accounting, legal and other representatives
                to conduct an examination of any and all matters reasonably
                requested.  Each party will also cause to be made available to
                the other, such of its officers, directors, employees, attorneys,
                accountants, advisors, consultants, and other representatives as
                such
                other party may wish to consult. 

            


    

    


    
      	
              10.

            	
              Commitment
                by Parties:  During the period from the date of
                acceptance of this Binding Letter of Intent until the Closing Date,
                neither party will enter into any discussions, agreements, or amend
                any
                existing agreements relating to its business, and will not commit
                to make
                any expenditure in relation thereto outside of the ordinary course
                of
                business. 

            


    

    


    
      	
              11.

            	
              Public
                Announcements:  There will be no public release of
                information of any kind by either party with respect to this transaction
                unless (a) mutually agreed upon and jointly made by the parties or
                (b)
                required by government or securities rules and regulations.
                

            


    

    


    
      	
              12.

            	
              Termination:  This
                letter and the obligations contained herein will be terminated, with
                the
                exception of Paragraphs 4 and 11, unless this Binding Letter is signed
                and
                entered into by January 15, 2008 at 5:00 p.m. EST.
                

            


    

    


    
      	
              13.

            	
              Governing
                Law:  This Binding Letter of Intent shall be governed by
                and construed in accordance with the laws of the State of Nevada,
                without
                regard to laws relating to conflicts of interest.
                

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      Karen Condron,
        President
Concord Industries, Inc.

      January 15,
        2008

      Page
        4

    

     

    
 

    If
      the
      foregoing represents your agreement to the matters addressed herein, please
      so
      indicate by executing in the space provided below and returning one originally
      executed copy to our attention.

     

    Very truly
      yours,

    Seaena, Inc.

     

    


    


    
      	
              /s/
                Doug
                Lee                            
                 

            	

            


    

    
      	
              Doug
                Lee, President

            	
               

            


    

    


    
      	
              Accepted
                and agreed:

            	
               

            


    

    
      	
              Concord
                Industries, Inc.

            	
               

            


    

    


    


    
      	
              /s/
                Karen
                Condron                      
                 

            	

            


    

    
      	
              Karen
                Condron, President

            	
               

            


    

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              Schedule
                A

            
	
              Acquisition

              of
                Concord Industries Inc.

              by
                Seaena, Inc.

            
	 	 	 	 	 	 	 
	
              Proposed
                Deal Structure

            
	 	 	 	 	 	 	 
	
              Seaena
                Share Structure
                Pre-Closing

            
	 	 	 	 	 	 	 
	
              Outsanding
                Seaena Common
                Stock

            	
                    8,023,708

            	 	 	 	 	 
	 	 	 	 	 	 	 
	
              Outstanding
                Debt to be Converted
                into Seaena Common Stock

            	
               $  3,833,327

            	 	 	 	 	 
	
              Conversion
                Rate per Share
                (See
                Note 1)

            	
               $               0.32

            	 	 	 	 	 
	
              Seaena
                Common Stock to be issued
                upon Conversion

            	
                 11,979,147

            	 	 	 	 	 
	 	 	 	 	 	 	 
	
              Total
                Outsanding Seaena Common
                Stock Post Conversion

            	
                 20,002,855

            	 	 	 	 	 
	 	 	 	 	 	 	 
	
              2-for-1
                Reverse Stock Split of
                Seaena Common Stock

            	
                 10,001,428

            	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              Share
                Structure on Closing
                Date

            
	 	 	 	 	 	 	 
	
              Outstanding
                Seaena Common
                Stock

            	
                 10,001,428

            	
              40%

            	 	 	 	 
	
              Shares
                to be issued to Concord at
                Closing

            	
                 13,251,892

            	
              53%

            	 	 	 	 
	
              Shares
                to be placed in Escrow
                subject to Earn Out Milestones

            	
                    1,750,250

            	
              7%

            	 	 	 	 
	
              Total
                Seaena Common Stock
                Outstanding After Closing

            	
                 25,003,570

            	
              100%

            	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              2008
                Capital Financing

            
	 	 	 	 	 	 	 
	
              Minimum
                Amount of Funding

            	
               $  3,000,000

            	 	 	 	 	 
	
              Post
                Acquisition Per Share Price
                (See
                Note
                2)

            	
               $               0.75

            	 	 	 	 	 
	
              Post
                Acquisition Shares to be
                Issued

            	
              4,000,000

            	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              Earn
                Out Milestones

            
	 	 	 	 	 	 	 
	 	
              12/31/2008

            	 	
              12/31/2009

            	 	
              12/31/2010

            	 
	
              Earnings
                Before Interest, Taxes,
                Depreciation, and Amortization

            	
               $  1,000,000

            	 	
               $  1,500,000

            	 	
               $  2,000,000

            	 
	
              Shares
                Released from Escrow Upon
                Achievement of Milestone

            	
                        875,125

            	 	
                        437,563

            	 	
                        437,562

            	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              Share
                Structure After Earn
                Out

            
	 	 	 	 	 	 	 
	 	
              12/31/2008

            	 	
              12/31/2009

            	 	
              12/31/2010

            	 
	
              Seaena
                Shareholders

            	
                 10,001,428

            	
              34%

            	
                 10,001,428

            	
              34%

            	
                 10,001,428

            	
              34%

            
	
              Concord
                Shareholders

            	
                 14,127,017

            	
              49%

            	
                 14,564,580

            	
              50%

            	
                 15,002,142

            	
              52%

            
	
              Shares
                Remaining in Escrow Subject
                to Earn Out Milestones

            	
                        875,125

            	
              3%

            	
                        437,562

            	
              2%

            	
                                        -

            	
              0%

            
	
              2008
                Capital Financing
                Shares

            	
              4,000,000

            	
              14%

            	
              4,000,000

            	
              14%

            	
              4,000,000

            	
              14%

            
	
              Total
                Outstanding Shares of Common
                Stock

            	
                 29,003,570

            	
              100%

            	
                 29,003,570

            	
              100%

            	
                 29,003,570

            	
              100%

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              Note
                1: The conversion
                rate is subject to change, which will substantially impact this Schedule
                A.  The conversion rate will be calculated based upon a the
                average of the closing bid prices of the Seaena Common Stock on the
                OTCBB
                for the 20 days immediately preceding the day of conversion.

            
	 	 	 	 	 	 	 
	
              Note
                2: The per share
                price is subject to change, which will change the total number of
                shares
                that must be sold to raise the additional $3,000,000.