ex101.htm


    Exhibit
      10.1

    


    


    Med-Tech
      Solutions, Inc.

    1177
      West
      Hastings Street

    Vancouver,
      BC V6E 2KE Canada

    


    June
      14, 2007

    


    Dear
      Sirs,

    


    We
      refer to the Acquisition Agreement
      dated March 26, 2007 (“Acquisition Agreement”), among The Four Rivers BioEnergy
      Company Inc., a Kentucky corporation (“Company”), certain shareholders of the
      Company (“Shareholders”), and Med-Tech Solutions, Inc., a Nevada corporation
      (“Purchaser”), providing for the purchase of the Company by the Purchaser and
      certain provisions relating to the financing and construction of a bio ethanol
      production plant in Kentucky.  Terms not otherwise defined in this
      variation agreement, (“Variation Agreement”) shall have the meanings assigned to
      them in the Acquisition Agreement.

    


    This
      Variation Agreement is intended to
      modify only those provisions as set forth herein.  The balance of the
      Acquisition Agreement shall be deemed unchanged by any of the provisions of
      this
      Variation Agreement and otherwise confirmed in all respects.

    


    Section
      1.

    


    The
      Company has raised concerns that
      certain of the conditions precedent to Completion  may prove difficult
      to achieve by the Company within the time periods envisaged for
      Completion.  After considering your submissions, the Purchaser
      acknowledges that it may not be possible for the Company to comply with the
      terms of conditions precedent Nos. 2, 4 and 6 as set in the Schedule 7 of
      Conditions Precedent.  Accordingly the Purchaser hereby agrees to the
      following:

    


    Provided
      the Purchaser can be satisfied
      prior to Completion that:

    


    (a)           The
      discussion of the Company with financing sources are sufficiently far advanced
      with relevant banks and financial institutions to justify the view that
      necessary loan financing and credit facilities will become available within
      a
      period of not more than four months from Completion in sufficient amounts to
      fund the Project based on the criteria referred to in the Completion Agreements,
      the Purchaser will not require the delivery of executed agreements with banks
      and/or financial institutions as a necessary prerequisite to Completion,
      and

    


    (b)           The
      discussions of the Company with a suitably experienced and reliable contractor
      willing and able to provide the engineering, procurement and construction
      services in a manner which is consistent with the required criteria for
      construction of the bio ethanol plant as contemplated by the Project in
      accordance with the Plan and Budget to justify the view that you will be in
      a
      position to sign a contract providing for such services within a period of
      four
      months of Completion, the Purchaser will not require the production of an
      executed contract (the EPC contract) with such contractor as a necessary
      prerequisite to Completion.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    (c)           The
      employment agreements may be with such persons as the Shareholders decide,
      provided that they are with persons with the requisite skills to implement
      the
      Project and the Business and the terms of the agreements are reasonably
      acceptable to the Purchaser.

    


    (d)           The
      Purchaser’s acceptance of the above modifications set forth in (a) and (b) will
      be subject to being provided with evidence in writing that the discussions
      of
      the Company with the banks/financial institutions and with the EPC contractor
      are sufficiently advanced to justify the view that contracts will be signed
      within the periods of time set out above. The decision concerning whether such
      discussions are sufficiently far advanced to justify dispensing with executed
      agreements/contracts prior to Completion shall be entirely within the discretion
      and control of the Purchaser.

    


    Section
      2.

    


    The
      following are additional
      modifications to the Acquisition Agreement that the parties thereto wish to
      make
      as an accommodation to each other with the object of being able to achieve
      Completion.  To the extent that the modifications below only reference
      one provision in the Acquisition Agreement, it is the intention of the parties
      that all such related or dependent or similar provisions are similarly modified
      so as to implement the intent of this Variation Agreement.

    


    (a)           The
      Definitions Section is hereby modified to reflect that the Main Funding shall
      result in not less than net proceeds to the Purchaser of $35,000,000 but the
      Main Funding may be as much as $65,000,000 in gross proceeds, and the Purchaser
      is hereby permitted to issue securities in such amount as it may be required
      to
      complete the Main Funding.  Accordingly, the definition of Private
      Placement is also correspondingly modified.

    


    (b)           The
      Definitions Section is hereby modified to reflect that the Financial Statements
      that may be required of the Company will be those that comply with the rules
      and
      regulations of the Securities Exchange Commission of the United States, which
      may be of a date subsequent to June 30, 2007, therefore, the Purchaser will
      have
      the right to demand such required Financial Statements in lieu of those in
      the
      definition of Financial Statements.

    


    (c)           Section
      3.3, is hereby modified to permit the percentage therein set forth to be
      adjusted depending on the number of Shares are sold in the Main Funding, such
      that the percentage may be reduced to approximately 25.82% and therefore such
      percentage as stated therein is not a minimum.  It is further
      understood that immediately after the Completion Date, the Company will have
      adjusted its outstanding shares of common stock so that it will have no more
      than 128,042,778 shares issued and outstanding if the Main Funding is
      $38,500,000 in gross proceeds and 157,487,222 shares issued and outstanding
      if
      the Main Funding is $65,000,000 in gross proceeds, all in accordance with a
      schedule agreed between the Shareholders and the Company.

    


    (d)           Section
      16.4, is hereby modified to permit the Completion to be within two weeks after
      the termination of the offering of securities in the Main Funding which
      currently contemplates an offering period ending on August 26, 2007 subject
      to
      extension by the Purchaser in agreement with the exclusive placement agent
      of
      not more than 30 days.

    


    (e)           The
      Company and the Shareholders have reviewed the offering documents of the
      Purchaser for use in the Main Funding and the information therein set forth
      about the Company, the Project, Business Plan and the Business does not contain
      an untrue statement of a material fact nor omits to state a material fact
      necessary in order to make the statements contained therein, in light of the
      circumstance under which they were made, not misleading.

    


    
      
        
        

      

      
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    Section
      3.

    


    This
      letter is intended to operate and
      shall be construed as a formal contract amendment. By signing the counterpart
      you agree to inform your Shareholders of the contents and they will be
      deemed to have knowledge of the contents and to have accepted the terms set
      out in this letter.

    


    Please
      sign the counterpart of this
      letter by way acceptance of the variations as now confirmed.

     

    Yours
      truly

    


    /S/
      Mark
      McLeary

    
      
        

      

    

    President

    


    The
      Four Rivers Bio-Energy Company Inc
      hereby acknowledges receipt of the letter of which this is a counterpart
      and confirm our acceptance of the contract variation in the above
      terms.

     /S/
      Gary Hudson

    President

    


    Accepted
      and Agreed this 14th day of June, 2007

    


    Confirmed
      by:

    


    
      	Kevin
              John Alexander	 /S/
              Kevin John Alexander
	 	 
	
              Jack
                N. Dunigan

            	
              /S/
                Jack N. Dnigan

            
	 	 
	
              Gary
                Hudson

            	
              /S/
                Gary Hudson

            
	 	 
	
              Alastair
                G. Mack

            	
              /S/
                Alastair G. Mack

            
	 	 
	
              Stephen
                John Padgett

            	
              /S/
                Stephen John Padgett

            
	 	 
	
              Gordon
                Weightman

            	
              /S/
                Gordon Weightman

            
	 	 


    

    


     

     

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