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                                                                     Exhibit 1.2


                                LETTER OF INTENT

This agreement, made this 6th day of May, 2002, shall serve to set forth the
intentions of MICROBEST, INC., a Minnesota Corporation, located at 751 Park of
Commerce Dr., #122, Boca Raton, Florida, 33487, (hereinafter "Microbest"), to
purchase the PURITY CHEMICAL DIVISION OF PURITY PRODUCTS, INC., located at 1800
N.W. 70th Avenue, Miami, FL 33126 (hereinafter "the Parties").

WHEREAS:

1.       Microbest, Inc. is a "publicly traded company" that has developed and
         markets commercial cleaning products focused on its proprietary
         Bio-Base(TM)technology, employing the use of sophisticated neutral
         cleaners and naturally occurring microorganisms to effectively clean
         and digest organic wastes.

2.       Purity Products, Inc. is a "privately held company" with a Chemical
         Manufacturing Division focused on "private label" chemicals and
         packaging.

3.       The companies entered into a Confidentiality Agreement on January 7,
         2002 to facilitate the process of exchanging proprietary information to
         "aid in the expansion of product development, manufacturing, sales, and
         marketing of their respective products."

4.       Purity Chemical Division is now in the process of phasing into the
         production and packaging of Microbest's cleaning compounds and
         assisting in the development and expansion of the Bio-Base(TM) product
         line.

THEREFOR:

1.       Microbest agrees to purchase the Purity Chemical Division of Purity
         Products, Inc., subject to proper "due diligence" and the establishment
         of an equitable and agreeable value for the assets.

2.       The formal purchase agreement for said transaction is targeted for May
         31, 2002, anticipating a closing date of June 30, 2002 for the
         acquisition.

3.       The formal due diligence process will commence on the signing of this
         letter.

4.       Microbest and Purity agree that "time is of the essence" related to the
         exchange of all required due diligence materials and agree to commit
         their attention and resources to the process.

5.       Should the Parties to this Agreement decide, for any reason, to end the
         relationship as herein provided, they agree to return all written
         disclosures of information to each other at once.

6.       This Agreement shall constitute the entire understanding between the
         Parties. No modification, amendment or waiver of any terms of this
         Agreement shall be effective unless provided in writing and signed by
         duly authorized representatives of both parties.

7.       This Agreement, performance hereunder and enforcement thereof shall be
         governed by in all respects by the laws of the State of Florida.



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8.       If any dispute arises in connection with the interpretation of and/or
         performance under this Letter of Intent, it is expressly understood and
         agreed that either Party as well as any of its employees or
         representatives who receive disclosures of confidential information
         hereby agree to be subject to the jurisdiction of the federal and/or
         state courts located in the respective state in the United States of
         America in connection with any action or proceeding brought by either
         Party against the other Party, or its employees or representatives, in
         order to enforce its rights hereunder.

9.       This Letter of Intent is non-binding on either of the Parties, final
         terms and conditions of Sale/Purchase will be memorialized under a
         separate, binding agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by the respective, duly authorized representatives as follows:

         AGREED AND ACCEPTED:                  AGREED AND ACCEPTED:

         Date: May 6, 2002                     Date: May 6, 2002

         Microbest, Inc.                       Purity Products, Inc.


         by:                                   by:
             ---------------------------           -----------------------------
             Michael J. Troup/CEO                  William W. Schroeder/Chairman