f10q0109ex10i_bioneutral.htm


    


     

    Exhibit
10.1


     

    

    
 

    March 20,
2009

    


    BioNeutral
Group Inc.

    211
Warren Street

    Newark,
NJ    07103

    


     

    Re:  LETTER OF
INTENT

    


    To Whom
It May Concern:

    


    The
purpose of this Letter of Intent (“Letter”) is to set forth certain non-binding
understandings and certain binding commitments betweenBioNeutral Group Inc. of 211
Warren Street, Newark, NJ 07103 (“Buyer”), of certain assets which are
currently owned by Orient Arts Inc. of 140
Grand Ave, Carlstadt, NJ 07072 (“Seller”) (each a “Party” and
collectively the “Parties”), with the exception of any inventory now existing or
produced or acquired hereafter in the ordinary course of business and disposed
of  to unrelated third persons, on the general terms and conditions set
forth below (the “Proposed Transaction”).

    


    The final
terms and conditions of the Proposed Transaction shall be set forth in a formal
written agreement to be mutually agreed upon and executed by the Parties (the
“Agreement”).  The purpose of this Letter is to set forth a framework
and time frame in which the Parties may negotiate and determine the terms of the
Agreement.

     

    1.  Assets Covered; Proposed
Purchase Price.

    


    The assets to be purchased by the Buyer
are, All assets of
the seller including that
of any of its
subsidiaries. (the “Assets”), for a proposed purchase price ofOne Million [1,000,000]
restricted shares of BioNeutral Group Inc. common stock trading on OTC/BB under
stock symbol “BONU” plus all reasonable accounting and attorney’s fees paid by
the seller specific to this transaction. (the “Proposed Purchase
Price”).

     

    2.  Closing
Date.

    


    The Parties shall endeavor to complete
the Proposed Transaction on or beforeMay 23, 2009 or on such other date as the
Parties mutually agree in writing     (“Closing
Date”).

    


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    3.  Delivery of
Assets.

    


    Unless otherwise agreed in the
Agreement, on the Closing Date, Seller shall make the Assets available to Buyer
at Seller’s regular place of business or at such other location as the Parties
may mutually agree in writing.

     

    4.  Conditions to
Closing.

    


    Closing of the Proposed Transaction
shall be conditional on certain requirements, including but not limited
to:

    


    (a)  the
satisfactory conclusion of a reasonable and necessary due diligence
investigation by Buyer, which the Parties agree shall commence within two (2)
Business days from the date of this Letter and conclude not later than May
7th,
2009 or  35 Business days from the date of this Letter, unless this
time frame shall be extended by mutual agreement of the Parties in
writing;

    


    (b)  the
transfer by Seller of all rights to all licenses and other interests in the
Assets and, where requested by Buyer, the provision of releases and acceptances
by relevant third parties to such arrangements, all satisfactory in form and
substance to Buyer;

    


    (c)  as
of the Closing Date, Buyer shall have received (i) documentation or other
evidence satisfactory to Buyer which establishes that Buyer shall receive good
and marketable title to all of the Assets, and that no Assets are the subject of
any prior claims, liens, or security interests of any kind, except as otherwise
disclosed and agreed, and (ii) all consents and releases from third parties
necessary for the transfer of all right, title, and interest in the
Assets;

    


    (d)  the
approval of the respective shareholders, board of directors, members, manager,
or partner(s) of Buyer and Seller, and of any regulatory, licensing, or other
agency approval required by law, as well as compliance with any applicable bulk
sales law; and

    


    (e)  Buyer’s
ability to secure adequate and advantageous financing as required in Buyer’s
sole discretion for all or part of the Proposed Transaction.

     

    5.  Definitive
Agreement.

     

                  
All of the terms and conditions concerning the Proposed Agreement shall be
stated in a definitive Agreement and other appropriate documents necessary or
desirable to carry out such Agreement, which shall be subject to the good faith
negotiation and approval of the Parties, and which shall, unless otherwise
mutually agreed, contain the terms described in this Letter, which terms may be
more definitive and detailed than they appear in this Letter, as well as such
other terms, covenants, representations, warranties, and conditions as are usual
and customary in transactions of this type or which are otherwise deemed
necessary or desirable by the Parties.

     

    
 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    6.  Present
Agreements.

    


    The
Parties agree to be bound as follows:

    


    (a)  All
confidential financial or business information and trade secrets (except
publicly available or freely usable material otherwise obtained from another
source) respecting any Party (“Confidential Information”) shall be used solely
by the other Party in connection with the Proposed Transaction, shall be
revealed only to the owners, directors, managers, officers, employees,
contractors, and agents of such other Party who are necessary to the conduct of
such transaction, and shall be otherwise held in strict confidence and treated
with due care.  Upon the earlier of the Closing Date or the
termination of discussions and negotiations hereunder by any Party, all such
Confidential Information shall be returned immediately upon demand to the other
Party.  The provisions of this paragraph shall survive the termination
of this Letter, unless superseded by a more formal Agreement in conjunction with
the Proposed Transaction.

    


    (b)  Buyer
shall be entitled to make a full investigation of the business, assets
(including but not limited to the Assets), and liabilities of Seller as
reasonably necessary to fulfill the purposes of this Letter, until the Closing
of all of the Proposed Transactions contemplated by this Letter, or until either
Party shall have decided to terminate discussions and
negotiations.  The Parties shall cooperate in good faith, and in a
timely fashion, to facilitate this due diligence investigation.

    


    (c)  Seller
shall be entitled to make a full investigation of the business, assets, and
liabilities of Buyer as reasonably necessary to fulfill the purposes of this
Letter, until the Closing of the Proposed Transactions contemplated by this
Letter, or until either Party shall have decided to terminate discussions and
negotiations.

    


    (d)  Except
as otherwise mutually agreed by the Parties in writing, during the term of this
Letter, the Parties shall negotiate and conduct due diligence exclusively with
regard to the Assets, and Seller shall not sell, encumber, or otherwise dispose
of the Assets, or solicit, negotiate, or discuss with third parties the same,
except as is customarily done in the regular course of business, and Seller
shall not enter into any other letter of intent or memorandum of understanding,
contingent sale agreement, or escrow arrangement with any third party concerning
the Assets.

    


    (e)  Each
Party represents and warrants to the other that, except as disclosed in writing
and attached hereto, it is not currently subject to a letter of intent or
memorandum of understanding with regard to the Assets or any substantially
similar assets, and each Party represents and warrants to the other Party that
it is free to enter into this Letter and doing so does not violate any federal,
state, or local law, statute, rule, or regulation; any confidentiality,
non-competition, or non-solicitation agreement; or any other third-party
rights.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    (f)  Except
as otherwise mutually agreed by the Parties in writing, each Party shall bear
its own legal, accounting, and other fees and expenses incurred in connection
with this Letter, the due diligence performed pursuant to it, and the Proposed
Transaction, whether or not an Agreement is executed or the Closing of the
Proposed Transaction contemplated by this Letter occurs.

    


    (g)  Upon
the execution of this Letter, the Parties shall not issue press releases or
other public information relating to this Letter or the Proposed Transaction
without the prior written consent of each of the other Party, which consent
shall not be unreasonably withheld.

    


    (h)  Except
with respect to the provisions of this Section 6 of this Letter, which shall be
legally binding on the Parties upon the execution of this Letter and which shall
survive the termination or expiration of this Letter and unless otherwise
mutually agreed by the Parties in writing, this Letter is an expression of
intent only, and the statements of intent or understanding contained herein
shall not be deemed to constitute any offer, acceptance, or legally binding
contract, and such statements do not create any rights or obligations for or on
the part of any Party.

    


    (i)  As
of the date of its execution, this Letter represents the entire
understanding

    of the
Parties with regard to the Proposed Sale, and supersedes and replaces all prior
agreements, written or oral.  Any dispute concerning this Letter or
the Proposed Sale shall be settled by and interpreted in accordance with the
laws of

    the State
of NEVADA and of the United States, applicable to contracts made and
entirely performed therein, without regard to conflicts of laws
principles.  The Parties select the state and federal courts of
competent jurisdiction in the County of Essex, and the State of New Jersey as
their forum of choice.

     

    7.  Termination.

     

    This
Letter shall terminate upon the earlier to occur of the agreed-upon Closing
Date, the passing of the intended Closing Date without a closing of the Proposed
Transaction (unless the Parties have mutually agreed in writing to extend or
reschedule the Closing Date), or the termination of discussions and negotiations
concerning the Proposed Transaction by any Party.  Any Party may
terminate discussions and negotiations in good faith at any time for any reason
or no reason at all upon written notice to the other Party.

    


    
      
        
        

      

      
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    Sincerely,

    


    


    BioNeutral
Group Inc.

    


    By:_____________________

           Stephen
J. Browand

    


    Title: President  &
CEO                                                                                         

    


     

    Agreed
and accepted as of the date first written above:

    


    Orient
Arts, Inc.

    


    By: _____________________

                        Mahesh
Lala

    


    


    Title:  President  &
CEO            
                                                                           

    


    


    


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