Filed by Avantafile.com - Darlington Mines Ltd. - Exhibit 10.1



 

 




Exhibit 10.1

LETTER OF INTENT

THIS LETTER OF INTENT (the “LOI”), is entered
  into by and, 

BETWEEN:  DARLINGTON MINES LTD., a Nevada corporation having an office at 20A, Time Centre 53-55 

                     Hollywood Road, Central Hong Kong.

                    (“COMPANY”) 

AND:

THE PULSE
  BEVERAGE CORPORATION, a Colorado corporation having an address of record
  located at 1624 

                     Washington Street, Denver, Colorado 80203.

                      (“PULSE”)

BACKGROUND AND
  PURPOSE

WHEREAS, the Company is a publicly traded company on the
  United States OTC Markets (“OTC”) under the symbol DAML.

WHEREAS, Pulse The Pulse Beverage Corporation, or “the Company”, is a
  nutraceutical (or functional) beverage company that will manufacture,
  distribute and market the PULSE® brand of water-based beverage formulations. PULSE®
  is a beverage that contains functional ingredients that have been shown to
  promote health.  PULSE® is unique in that it was developed by Baxter Health
  Care Corporation (“Baxter”) to be scientifically effective in the recommended
  serving sizes and contains ingredients that are widely considered to be critial
  to adult health. The PULSE® beverage formulations were scientifically
  researched and formulated by Baxter and the Company has acquired all the
  formulations, rights and patents relating to the brand PULSE®.  Baxter
  Healthcare Corporation spent time developing and marketing the PULSE® product
  line.  PULSE® is the only nutraceutical (or functional) beverage that has been
  developed by a major healthcare company.  The Pulse Beverage Corporation,
  through their acquisition of the PULSE® brand is entitled to label its PULSE®
  product as follows: “Formulation developed under license from BAXTER
    HEALTHCARE CORPORATION”. 

WHEREAS, the parties wish to
  enter into this Letter of Intent which states that, upon completion of the
  conditions as set forth herein and in a formal, definitive agreement, the
  Company and Pulse will enter into a share exchange transaction whereby the
  Company will acquire all of the shares of outstanding capital stock of Pulse in
  exchange for the issuance of a certain ownership interest in the Company to the
  shareholders of Pulse. 

AGREEMENT

NOW, THEREFORE,  in
  consideration of the mutual agreements and representations contained herein,
  and other good and valuable consideration, the receipt and sufficiency of which
  is hereby acknowledged, the parties agree as follows:  

	1.  	This LOI constitutes a binding agreement with
    regard to the various matters set forth herein.  

	 	 
	2. 	The Company and Pulse agree that they will use their commercially
      reasonable efforts to enter into a definitive agreement containing
      substantially the same terms and provisions as set forth in this LOI within
      forty (40) days from the date of execution of this LOI (the “Definitive
    Agreement”).

	 	 
	3.	Upon the satisfaction of the conditions set forth herein and in the
      Definitive Agreement, the Company will acquire all of the issued and
      outstanding capital stock of Pulse in exchange for the issuance to Pulse
      shareholders of 13,280,000 post-split shares of common stock of the Company 
      (the “Exchange”).  Upon Closing, Pulse shall become a wholly-owned
      subsidiary of the Company and Pulse shareholders shall own approximately 24% of
    the outstanding shares of the Company on a post-Closing basis.









	4. 	The closing of the Exchange (the “Closing”) shall occur on or
      before four (4) days from the date on which Pulse completes the audit of its
      financial statements as required to be filed by the Company upon the Closing in
      accordance with the Securities Exchange Act of 1934, as amended, and the
      Company closing a financing of at least $1,000,000.  Immediately after the
    Closing, the Company will have 55,460,000 shares issued and outstanding.  

	 	 
	5.	The Definitive Agreement shall contain customary representation and
      warranties, covenants and indemnification provisions for transactions of this
    nature.

	 	 
	6.	The execution of the
      Definitive Agreement and the Closing shall be subject to the approval of the
    Board of Directors of Pulse and the stockholders of Pulse.    

	 	 
	7. 	No party hereto will make any disclosure or public announcements of the
      proposed transactions, the LOI or the terms thereof without the prior consent
      of the other parties, which shall not be unreasonably withheld, or except as
      required by relevant securities laws; provided, however, each party may issue
    press releases in the ordinary course of business.

	 	 
	8.	Each party agrees and acknowledges that such party and its directors,
      officers, employees, agents and representatives will disclose business
      information and information about the proposed transaction in the course of
      securing financings for the Company and Pulse and that the parties and their
      representatives may be required to disclose that information under the
    continuous disclosure requirements of the Securities Exchange Act of 1934.

	 	 
	9.	This LOI shall be construed in accordance with, and governed by, the
      laws of the State of Nevada, and each party separately and unconditionally
      subjects itself to the jurisdiction of any court of competent authority in the
      State of Nevada, and the rules and regulations thereof, for all purposes
    related to this agreement and/or their respective performance hereunder.

	 	 
	10.	The parties shall prepare, execute and file any and all documents
      necessary to comply with all applicable federal and state securities laws,
    rules and regulations in any jurisdiction where they are required to do so.

	 	 
	11. 	All references to currency in this LOI are references to the lawful
    currency of the United States of America.

	 	 
	12. 	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.

	 	 
	13.	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.



DATED EFFECTIVE: January 21,
  2011

DARLINGTON MINES LTD.

/s/ Francis Chiew                                                

    Francis Chiew, President and
      CEO 

THE PULSE BEVERAGE CORPORATION

/s/ Bruce Horton                                 

    Bruce Horton, President and
      CEO