Exhibit
10.1


    

     

    LETTER
OF INTENT

     

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

     

    
      
        	
                BETWEEN:

              	
                LAURAL RESOURCES, INC.,
      a Nevada corporation having an office at 1223 Burrowhill Lane,
      Mississauga, Ontario, Canada

              


      

    

    
       

    

    (“COMPANY”) 

     

    
      	
              AND:

            	
              ABTECH INDUSTRIES, INC.,
      a Delaware corporation having an office at 4110 N. Scottsdale Road,
      Suite 235, Scottsdale, Arizona,
U.S.A.

            


    

     

    (“ABTECH”)

     

    BACKGROUND
AND PURPOSE

    


    WHEREAS,
the Company is a publicly traded company on the United States over-the-counter
(“OTC”) bulletin board securities market.

    


    WHEREAS,
ABTECH is an environmental technologies firm dedicated to providing innovative
solutions to communities and industry addressing issues of water pollutants
and contamination and its products are based on polymer technologies
capable of removing hydrocarbons, sediment and other foreign elements from
still (ponds, lakes and marinas) or flowing water (curbside drains, pipe
outflows, rivers and oceans).

    


    WHEREAS,
the parties wish to enter into a reverse acquisition transaction whereby the
Company will acquire all of the shares of outstanding capital stock of ABTECH in
exchange for the issuance of a controlling ownership interest in the Company to
the shareholders of ABTECH.

     

    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.

            	
              Except
      for the provisions in paragraphs 7-17, which are intended to be binding,
      this LOI is expressly intended to be non-binding and subject to the
      satisfactory completion of due diligence and the negotiation of mutually
      acceptable definitive agreements with regard to this
      transaction.

            


    

     

    
      	
              2.

            	
              The
      Company and ABTECH 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 Paragraphs 3-6 of this LOI
      within fourteen (14) 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 ABTECH (through a reverse merger of ABTECH into a
      subsidiary of the Company or other mutually acceptable mechanism) in
      exchange for the issuance to ABTECH shareholders of 46,000,000 shares of
      common stock of the Company  (the “Merger”).  Upon
      Closing, ABTECH shall become a wholly-owned subsidiary of the Company and
      ABTECH shareholders shall own approximately 78% of the outstanding shares
      of the Company on a post-Closing
basis.

            


    

     

    
      	
              4.

            	
              The
      closing of the Merger (the “Closing”) shall occur on
      or before ninety (90) days from the date on which ABTECH 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 ABTECH receiving no less than an aggregate of $3,000,000
      in advances from the Company, as more fully described in paragraphs 7 and
      8, below.  Immediately after the Closing, the Company will have
      59,000,000 shares issued and
outstanding.

            


    

     

    
      	
              5.

            	
              At
      Closing, the Board of Directors of the Company shall be comprised of nine
      (9) directors. On or prior to the Closing, the Board of Directors of the
      Company shall appoint nine (9) directors of ABTECH onto the Board of
      Directors of the Company, and at Closing, the management of ABTECH shall
      be appointed as the management of the
Company.

            


    

     

    
      	
              6.

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

            


    

     

    
      	
              7.

            	
              The
      Company has advanced an aggregate of $300,000 to ABTECH as of the date of
      this LOI.  Upon execution of this LOI, the Company will
      immediately advance an additional $145,000 to
  ABTECH.

            


    

     

    
      	
              8.

            	
              The
      Company agrees that it will advance an aggregate of $3,000,000 in cash to
      ABTECH, which shall include the amounts advanced as described in paragraph
      7 above, and additional amounts in accordance with the following schedule:
      (a) $200,000 per month each month after the execution of this LOI until
      the Closing Date, with the first such $200,000 payment to be made within
      five (5) days after the execution of this LOI and subsequent monthly
      payments to be made on the same day of each month thereafter (or the next
      business day if such day falls on a weekend or holiday); and (b) the
      remainder upon the Closing Date; provided, however, if a
      definitive agreement has not been entered into between the Company and
      ABTECH within twenty-eight (28) days from the date of this LOI, the
      Company’s obligations to advance any additional funds shall immediately
      terminate. If, at any time prior to the execution of the Definitive
      Agreement, either party, for whatever reason, provides written notice
      (“Termination
      Notice”) to the other party that it does not intend to proceed with
      the Closing of the transaction, any funds advanced to ABTECH hereunder
      shall, at ABTECH’s sole discretion be either a) repaid to the Company, b)
      converted into an investment in the Senior Convertible Promissory Notes
      currently offered (as of the date of this LOI) to investors by ABTECH, or
      c) upon supermajority approval of ABTECH’s Board of Directors, converted
      into a common stock equity investment in ABTECH at ABTECH’s current common
      stock price of $3.75 per share.  ABTECH agrees to prepare all
      the necessary paperwork in connection with the repayment or conversion of
      the advanced funds in accordance with a), b) or c) above and to issue the
      appropriate repayment, notes or shares of its common stock to the Company,
      no later than 60 days from the date of the Termination
      Notice.  The repayment or conversion options described in a), b)
      and c) above shall be accepted by the Company in lieu of any and all
      claims, remedies or other recourse of any kind for the return of such
      advanced funds.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
              9.

            	
              Upon
      the execution of the Definitive Agreement, Glenn R. Rink will be appointed
      to the Board of Directors of the
Company.

            


    

     

    
      	
              10.

            	
              Neither
      party shall have any liability whatsoever to the other with respect to the
      non-binding provisions hereof or the failure to conclude the transactions
      described in such non-binding provisions for any reason whatsoever,
      including ABTECH’s failure to obtain approval for such transactions from
      its Board of Directors

            


    

     

    
      	
              11.

            	
              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.

            


    

     

    
      	
              12.

            	
              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 ABTECH 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.

            


    

     

    
      	
              13.

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

            


    

     

    
      	
              14.

            	
              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.

            


    

     

    
      	
              15.

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

            


    

     

    
      	
              16.

            	
              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.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
              17.

            	
              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: June 10, 2010

            	 
      
	 
      	 
      
	
              LAURAL
      RESOURCES, INC.

            	 
      
	 
      	 
      
	
              /s/ Mandi
      Luis

            	 
      
	
              Mandi
      Luis

            	 
      
	 
      	 
      
	
              ABTECH
      INDUSTRIES, INC.

            	 
      
	 
      	 
      
	
              /s/ Glenn R.
      Rink

            	 
      
	
              Glenn
      R. Rink

            	 
      


    

     

    
      
         


      

      
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