Unassociated Document


    
       

      Exhibit
10.1

       

    

    
      Extreme
Mobile Coatings
Worldwide Corp.

    

    
      225 TWO OAKS DRIVE

      NICHOLASVILLE, KY
40356

    

     

     

    
      Mr. Kenneth
Rosenzweig

      Cloudtech Sensors
Inc.

      13 Laetitia Lane

      Landenberg, PA
19350

    

    
    

     

     

    
      	
              Re:

            	 
      	
              LETTER OF INTENT BY AND BETWEEN
      CLOUDTECH SENSORS
      INC.

            	 
      	
            


    

    
      	 
      	 
      	
              ("THE COMPANY") and EXTREME
      MOBILE COATINGS WORLDWIDE CORP
      ("EXTREME")

            	
            


    

     

     

    
      	
              Dear Mr.
      Rosenzweig:

            


    

     

     

    Pursuant
to our discussions this letter confirms and memorializes the understanding and
agreement between Cloudtech Sensors, Inc. (hereinafter, "THE COMPANY") and
Extreme Mobile Coatings Corp., Ltd. (hereinafter "EXTREME"), a company who has
its shares publicly traded on the NASDAQ OTC Bulletin Board.

     

    THE
TRANSACTION

     

    1 (a)
EXTREME is a publicly owned reporting corporation with over      shareholders.
It is conducting an active business. Cloudtech Sensors Inc. (hereinafter, "THE
COMPANY") is a privately held corporation with approximately 435
shareholders.

     

    1(b) The
transaction contemplated hereby is that THE COMPANY will provide ALL OF ITS
COMMON STOCK SHARES at a ratio of one to one or one (1) share of its common
stock for one (1) share of EXTREME.

     

    As of May
5, 2009, EXTREME had 178,043,180 shares issued and outstanding.

     

    As of May
5, 2009, THE COMPANY had 33,407,124 common shares and 5,084 Preferred A issued
and outstanding. Once the acquisition is completed, THE COMPANY would become an
operating subsidiary of EXTREME.

     

    1(c) THE
COMPANY agrees and understands that the acquisition is on an "as is"
basis.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    1(d) The
acquisition contemplated herein does include the assumption of all THE COMPANY'S
debts. EXTREME will extend a bridge loan of approximately $300,000 for various
obligations and fees prior to Closing. However, all sums are due in full by
certified funds, bank check, or wire transfer as of the date of the Closing. It
is anticipated that the parties will enter into a more formal agreement which
will determine the time and place of the Closing.

     

    CONFIDENTIALITY

     

    2. Except
as required by law, any documents, data or other information (the "Confidential
Information") supplied by THE COMPANY pursuant to this Letter of Intent shall be
treated as confidential by EXTREME and by any party to which EXTREME discloses
such, and shall not be disclosed publicly in any manner without the prior
written consent of THE COMPANY. Without prior consultation with THE COMPANY,
EXTREME shall not make any legally required disclosure of Confidential
Information, nor make any public announcement or filing in which THE COMPANY's
name appears. Likewise, any Confidential Information supplied by EXTREME
pursuant to this Letter of Intent shall not be disclosed publicly in any manner
without the prior express written consent of EXTREME. Without prior consultation
with EXTREME, THE COMPANY shall not make any legally required disclosure of such
Confidential Information, nor make any public announcement or filing in which
EXTREME's name appears.

     

    
      MERGERS AND
ACQUISITIONS

    

    
    

     

    3. During
the period that THE COMPANY is engaged by EXTREME, EXTREME will agree not to
directly or indirectly initiate any discussions or other contracts, or solicit
any inquiries or indications, concerning merger, acquisition or possible
Financing Transaction without giving prior notice to THE COMPANY.

     

    
      	
                  4. 
      

            	
              INTENTIONALLY LEFT
      BLANK.

            
	 
      
	
              5.  

            	
              INTENTIONALLY LEFT
      BLANK.

            


    

    
       

      REPRESENTATIONS
AND WARRANTIES OF EXTREME

       

    

    
    

      6.1 Due Incorporation and Qualification:
EXTREME has been duly incorporated, is validly existing and is in
good standing under the laws of country of United Kingdom, located at 225 Two
Oaks Drive, Nicholasville, Kentucky 40356 and
in the State of Delaware and is duly qualified as a foreign corporation (except
where the failure to so qualify would not have a material adverse effect on the
business of EXTREME) for the transaction of business and is in good standing in
each jurisdiction in which the ownership or leasing of its properties or the
conduct of its business requires such qualification. EXTREME has all requisite
corporate power and authority necessary to own or hold its properties and
conduct its business.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
    

     

    6.2 Authorized Capital: EXTREME will have
an authorized and outstanding capitalization, and all of the then issued and
outstanding shares of Common Stock will have been duly and validly authorized
and issued and will be full paid and non-assessable. None of the holders of such
outstanding shares of Common Stock is subject to personal liability solely by
reason of being such a holder. No Preferred Shares are issued and
outstanding.

     

    6.3 Financial Statements: The financial
statements of EXTREME fairly represent the financial position and results of
operations of EXTREME at the dates thereof and for the periods in conformity
with generally accepted accounting principals, consistently applied throughout
the periods involved. EXTREME is a "shell corporation" with minimal liquid
assets, and the liabilities of the Company do exceed its liquid assets by more
than $700,000.

     

    6.4 No Material Adverse Changes: (i) There
has not been any material change in the condition, financial or otherwise, of
EXTREME since its last financial statements, which would have materially
adversely affected its ability to conduct its operations; and (ii) EXTREME has
not incurred any material liabilities or obligations, direct or contingent, not
in the ordinary course of business. The liabilities of EXTREME do exceed its
liquid assets.

     

    6.5 Taxes: EXTREME has filed all federal
tax returns and all state and municipal and local tax returns (whether relating
to income, sales, franchise, real or personal property or other types of taxes)
required to be filed under the laws of the United States and applicable states,
and has paid in full all taxes which have become due pursuant to such returns or
claimed to be due by any taxing authority or otherwise due and owing, provided,
EXTREME has not paid any tax, assessment, charge, levy or license fee that it
contests in good faith and by proper proceedings and adequate reserves for the
accrual of same are maintained if required by generally accepted accounting
principles. Each of the tax returns heretofore filed by EXTREME correctly and
accurately reflects the amount of its tax liability thereunder. EXTREME has
withheld, collected and paid all other levies, assessments, license fees and
taxes to the extent required and with respect to payments, to the extent that
the same have become due and payable.

     

    
      6.6 No
Pending Actions: There are no actions,
suits, proceedings, claims or hearings
of any
kind or nature to the best of the knowledge
of EXTREME, any investigations or inquiries, before or by any court,
governmental authority, tribunal or instrumentality, pending or threatened
against EXTREME, or involving the properties, financial position or results of
operations of EXTREME, or which could have materially adversely affected the
transactions or other acts then contemplated by this Agreement or the validity
or enforceability of this Agreement.

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    6.7 Due Authorization: EXTREME has full
right, power and authority to enter into this Agreement and to perform all of
its obligations hereunder and thereunder. This Agreement was duly authorized,
executed and delivered by EXTREME. No issuance of shares of EXTREME's capital
stock shall be required as a condition to the execution, validity or
enforceability. This Agreement constitutes, upon execution and delivery, a valid
and binding obligation of EXTREME, enforceable in accordance with its respective
terms (except (i) as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally or by general principles of equity, and; (ii) that
the enforceability of the indemnification and contribution provisions of this
Agreement may be limited by the federal securities laws and public policy, and
no consent, approval, authorization, order of, or filing with any court or
governmental authority or any other third party is required to consummate the
transactions contemplated by this Agreement.

     

    6.8 Non-Default; Non-Circumvention: During
the operative period, EXTREME is not in violation of its Articles of
Incorporation or by-laws or, in default in the performance or observance of
any material obligation, agreement, covenant or condition contained in any
material contract, lease or other instrument to which it is a party, and
EXTREME's execution and delivery of this Agreement, and the incurrence of the
obligations herein and therein set forth, and the consummation of the
transactions contemplated do not (i) conflict with, or constitute a breach of,
or a default under the articles or certificate of incorporation or by-laws of
EXTREME, or any material contract, lease or other material agreement or
instrument to which EXTREME is a party or in which EXTREME has a beneficial
interest or by which the EXTREME is bound; (ii) violate any existing applicable
law, rule, regulation, judgment, order or decree of any governmental agency or
court, domestic or foreign, having jurisdiction over EXTREME or any of its
properties or business; or (iii) have or have had any material adverse effect on
any permit, certification, registration, approval, consent, license or franchise
necessary for EXTREME to own or lease and operate any of its properties and to
conduct its business or the ability of EXTREME to make use thereof.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    6.9 No Regulatory Problems: EXTREME (i)
has not filed a registration statement which is the subject of any pending
proceeding or examination under Section 8 of the Securities Act, or is the
subject of any refusal order or stop order thereunder; (ii) is not subject to
any pending proceeding under Rule 261 of the Securities Act or any similar rule
adopted under Section 3(b) of
the Securities Act, or to an order entered thereunder; (iii) has not been
convicted of any felony or misdemeanor in connection with the purchase or sale
of any security involving the making of any false filing with the Securities and
Exchange Commission (the "Commission"); (iv) is not subject to any order,
judgment, or decree of any court of competent jurisdiction temporarily or
preliminary restraining or enjoining EXTREME from engaging in or continuing any
conduct or practice in connection with the purchase or sale of any security or
involving the making of any false filing with the Commission, or (v) is not
subject to a United States Postal Service false representation order entered
under Section 3005 of Title 39, United States Code, or a temporary restraining
order or preliminary injunction entered under Section 3007 of Title 39,
with respect to conduct alleged to have violated Section 3005 of Title 39,
United States Code. None of EXTREME's directors, officers, or beneficial owners
of 10 percent or more of any class of its equity securities (i) has been
convicted of any felony or misdemeanor in connection with the purchase or sale
of any security involving the making of a false filing with the Commission, or
arising out of the conduct of the business of an underwriter, broker, dealer,
municipal securities dealer, or investment advisor; (ii) is, or has been subject
to any order, judgment, or decree of any court of competent jurisdiction
temporarily or preliminary conjoining or restraining, or is, or has been subject
to any order, judgment, or decree of any court of competent jurisdiction
permanently enjoining or restraining such person from engaging in or continuing
any conduct or practice in connection with the purchase or sale of any
security, or involving the making of a false filing with the Commission, or
arising out of the conduct of the business of an underwriter, broker, dealer,
municipal securities dealer, or investment advisor; (iii) is, or has been
subject to an order of the Commission entered pursuant to Section 15(b), 158(a)
or 158(c) of the Securities Exchange Act of 1934, as amended ("1934 Act"), or is
subject to an order of the Commission entered pursuant to Section 203(e) or (f)
of the Investment Advisors Act of 1940; (iv) is, or has been suspended or
expelled from membership in, or suspended or barred from association with a
member of an exchange registered as a national security exchange pursuant to
Section 6 of the 1934 Act, an association registered as a national securities
association under Section 15A of the 1934 Act, or a Canadian securities exchange
or association for any act or omission to act constituting conduct inconsistent
with just and equitable principles of trade, or (v) is or has been subject to a
United States Postal Service false representation order entered under Section
3005 of Title 39, United States Code, or is subject to a restraining order or
preliminary injunction entered under Section 3007 of Title 39, United States
Code, with respect to conduct alleged to have violated Section 3005 of Title 39,
United States Code.

     

    6.10
No Violations: EXTREME is not in
violation of any material franchise, license, permit, applicable law, rule,
regulation, judgment or decree of any governmental agency or court, domestic or
foreign, having jurisdiction over EXTREME or any of its properties or
business.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    6.11
Conduct of Business: EXTREME has
all necessary authorizations, approvals, orders, licenses, certificates and
permits (collectively, the "Approvals") of and from all governmental regulatory
officials and bodies, to own or lease its properties and conducts its
business and EXTREME has been doing business in compliance with all such
material Approvals, and all Federal, state and local laws, rules and
regulations, other than any such Approvals, laws, rules and regulations, the
failure to comply with which would not have material adverse effect on EXTREME,
its business, properties or operations. All licenses and findings of suitability
required to be obtained by any affiliate of EXTREME have been obtained and are
in full force and effect.

     

    6.12
Title to Property. Insurance:
EXTREME has good title to, or valid and enforceable leasehold estates in, all
items of real property owned or leased by it, and continues to have good title
to, or valid and enforceable leases or subleases with respect to, all items of
personal property (tangible and intangible), free and clear of all liens,
encumbrances, claims, security interests, defects of title, and restrictions of
any material nature whatsoever, and liens for real estate taxes not yet due and
payable. No default or notice of default exists or has been declared by the
landlord or sublessor under any of such leases or subleases. EXTREME has
adequately insured its tangible and/or real properties against loss or damage by
fire or other casualty (other than earthquake and flood) and at all relevant
times maintained such insurance in adequate amounts, on terms generally offered
by reputable insurance carriers.

     

    6.13
Intangibles: EXTREME owns or
possesses the requisite licenses or rights to use all patents, patents -
pending, trademarks, service marks, service names, trade names, and other rights
(collectively, the "Intangibles") described as owned or used by it. There are no
proceeding or action by any person pertaining to, or proceeding or claim pending
or, to the best knowledge of EXTREME, threatened and EXTREME has not received
any notice of conflict with the asserted rights of others which challenges the
exclusive right of EXTREME with respect to any Intangibles used in the conduct
of THE COMPANY's business. To the best knowledge of EXTREME, the Intangibles and
THE COMPANY's operations do not infringe on any intangibles held by any third
party.

     

    REPRESENTATIONS
AND WARRANTIES OF THE COMPANY

     

    THE
COMPANY will represent and warrant to EXTREME as follows:

     

    7.1 Due Incorporation and Qualification:
THE COMPANY has been duly incorporated, is validly existing and is in good
standing under the laws of its state of incorporation and is duly qualified as a
foreign corporation (except where the failure to so qualify would not have a
material adverse effect on the business of THE COMPANY) for the transaction of
business and is in good standing in each jurisdiction
in which the ownership or leasing of its properties or the conduct of its
business requires such qualification. THE COMPANY has all requisite corporate
power and authority necessary to own or hold its properties and conduct its
business.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    7.2 Authorized Capital: THE COMPANY will
have an authorized and outstanding capitalization, and all of the then issued
and outstanding shares of Common Stock will have been duly and validly
authorized and issued and will be fully paid and non-assessable. None of the
holders of such outstanding shares of Common Stock is subject to personal
liability solely by reason of being such a holder.

     

    7.3 Financial Statements: The financial
statements of THE COMPANY fairly present the financial position and results of
operations of THE COMPANY at the dates thereof and for the periods consistently
applied throughout the periods involved.

     

    7.4 No Material Adverse Changes: (i) There
has not been any change in the condition, financial or otherwise, of THE COMPANY
since its last financial statements which would have materially adversely
affected its ability to conduct its operations; and (ii) THE COMPANY has not
incurred any material liabilities or obligations, direct or contingent, not in
the ordinary course of business. The liabilities of THE COMPANY do exceed its
liquid assets. More than $400,000 for outside services are expected to be
negotiated to a lower value. Additionally, there are certain accruals for
consultants which are about $500,000 which we expect to settle for less than
$200,000 and/or payout overtime. The Company provided a complete list to
EXTREME.

     

    7.5 Taxes: THE COMPANY has filed all
federal tax returns as of June 30, 2007 and intends to file its June 30, 2008;
there is no tax owed for any period. The COMPANY has filed all state and
municipal and local tax returns (whether relating to income, sales, franchise,
real or personal property or other types of taxes) required to be filed under
the laws of the United States and applicable states, and has paid in full all
taxes which have become due pursuant to such returns or claimed to be due by any
taxing authority or otherwise due and owing, provided, THE COMPANY has not paid
any tax, assessment, charge, levy or license fee that it contests in good faith
and by proper proceedings and adequate reserves for the accrual of same are
maintained if required by generally accepted accounting principles. Each of the
tax returns heretofore filed by THE COMPANY correctly and accurately reflects
the amount of its tax liability thereunder. THE COMPANY has withheld, collected
and paid all other levies, assessments, license fees and taxes to the extent
required and with respect to payments, to the extent that the same have become
due and payable.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    7.6 No Pending Actions: There are no
actions, suits, proceedings, claims or hearings of any kind or nature or, to the
best of the knowledge of THE COMPANY, any investigations or inquiries, before or
by any court, governmental authority, tribunal or instrumentality, pending or
threatened against THE COMPANY, or involving the properties of the COMPANY which
could have resulted in any material adverse change in the business, properties,
financial position or results of operations of THE COMPANY, or which could have
materially adversely affected the transactions or other acts then contemplated
by this Agreement or the validity or enforceability of this
Agreement.

     

    7.7 Due Authorization: THE COMPANY has
full right, power and authority to enter into this Agreement and to perform all
of its obligations hereunder and thereunder. This Agreement was duly authorized,
executed and delivered by THE COMPANY. No issuance of shares of THE COMPANY's
capital stock shall be required as a condition to the execution, validity or
enforceability hereof. This Agreement constitutes, upon execution and delivery,
a valid and binding obligation of THE COMPANY, enforceable in accordance with
its respective terms (except (i) as the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally or by general principles of equity; and
(ii) that the enforceability of the indemnification and contribution provisions
of this Agreement may be limited by the Federal securities laws and public
policy), and no consent, approval, authorization, order of, or filing with, any
court or governmental authority or any other third party is required to
consummate the transactions contemplated by this Agreement.

     

    7.8 Non-Default: Non-Contravention: THE
COMPANY is not in violation of its articles or certificate of incorporation or
by- laws or, in default in the performance or observance of any material
obligation, agreement, covenant or condition contained in any material contract,
lease or other instrument to which it is a party, and THE COMPANY's execution
and delivery of this Agreement, and the incurrence of the obligations herein and
therein set forth, and the consummation of the transactions contemplated do not
(i) conflict with, or constitute a breach of, or a default under the articles or
certificate of incorporation or by-laws of THE COMPANY, or any material
contract, lease or other material agreement or instrument to which THE COMPANY
is a party or in which THE COMPANY has a beneficial interest or by which the
COMPANY is bound; (ii) violate any existing applicable law, rule, regulation,
judgment, order or decree of any governmental agency or court, domestic or
foreign, having jurisdiction over THE COMPANY or any of its properties or
business; or (iii) have or have had any material adverse effect on any permit,
certification, registration, approval, consent, license or franchise necessary
for THE COMPANY to own or lease and operate any of its properties and to conduct
its business or the ability of THE COMPANY to make use thereof.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    7.9 No Regulatory Problems: THE COMPANY
(i) has not filed a registration statement which is the subject of any pending
proceeding or examination under Section 8 of the Securities Act, or is the
subject of any refusal order or stop order thereunder; (ii) is, and has not been
subject to any pending proceeding under Rule 261 of the Securities Act or any
similar rule adopted under Section 3(b) of the Securities Act, or to an order
entered thereunder; (iii) has not been convicted of any felony or misdemeanor in
connection with the purchase or sale of any security involving the making of any
false filing with the Securities and Exchange Commission (the "Commission); (iv)
is and has not been subject to any order, judgment, or decree of any court of
competent jurisdiction temporarily or preliminary restraining or enjoining THE
COMPANY from engaging in or continuing any conduct or practice in connection
with the purchase or sale of any security or involving the making of any false
filing with the Commission, or (v) is, and has not been subject to a United
States Postal Service false representation order entered under Section 3005 of
Title 39, United States Code, or a temporary restraining order or preliminary
injunction entered under Section 3007 of Title 39, with respect to conduct
alleged to have violated Section 3005 of Title 39, United States Code. None of
THE COMPANY's directors, officers, or beneficial owners of 10 percent or more of
any class of its equity securities (i) has been convicted of any felony or
misdemeanor in connection with the purchase or sale of any security involving
the making of a false filing with the Commission, or arising out of the conduct
of the business of an underwriter, broker, dealer, municipal securities dealer,
or investment advisor; (ii) is, or has been subject to any order, judgment, or
decree of any court of competent jurisdiction temporarily or preliminary
conjoining or restraining, or is subject to any order, judgment, or decree of
any court of competent jurisdiction permanently enjoining or restraining such
person from engaging in or continuing any conduct or practice in connection with
the purchase or sale of any security, or involving the making of a false filing
with the Commission, or arising out of the conduct of the business of an
underwriter, broker, dealer, municipal securities dealer, or investment advisor;
(iii) is, or has been subject to an order of the Commission entered pursuant to
Section 15(b), 158(a) or 158(c) of the Securities Exchange Act of 1934, as
amended ("1934 Act"), or is subject to an order of the Commission entered
pursuant to Section 203(e) or (f) of the Investment Advisors Act of 1940; (iv)
is, or has been suspended or expelled from membership in, or suspended or barred
from association with a member of an exchange registered as a national security
exchange pursuant to Section 6 of the 1934 Act, an association registered as a
national securities association under Section 15A of the 1934 Act, or a Canadian
securities exchange or association for any act or omission to act constituting
conduct inconsistent with just and equitable principles of trade, or (v) is, or
has been subject to a United States Postal Service false representation order
entered under Section 3005 of Title 39, United States Code, or is subject to a
restraining order or preliminary injunction entered under Section 3007 of Title
39, United States Code, with respect to conduct alleged to have violated Section
3005 of Title 39, United States Code.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    7.10
No Violations: THE COMPANY is
not in violation of any material franchise, license, permit, applicable law,
rule, regulation, judgment or decree of any governmental agency or court,
domestic or foreign, having jurisdiction over THE COMPANY or any of its
properties or business.

     

    7.11
Conduct of Business: THE COMPANY
has all necessary authorizations, approvals, orders, licenses, certificates and
permits (collectively, the "Approvals") of and from all governmental regulatory
officials and bodies, to own or lease its properties and conducts its business
and THE COMPANY has been doing business in compliance with all such material
Approvals, and all Federal, state and local laws, rules and regulations, other
than any such Approvals, laws, rules and regulations, the failure to comply with
which would not have material adverse effect on THE COMPANY, its business,
properties or operations. All licenses and findings of suitability required to
be obtained by any affiliate of THE COMPANY have been obtained and are in full
force and effect.

     

    7.12
Title to Property. Insurance:
THE COMPANY has good title to, or valid and enforceable leasehold estates in,
all items of real property owned or leased by it, and continues to have good
title to, or valid and enforceable leases or subleases with respect to, all
items of personal property (tangible and intangible), free and clear of all
liens, encumbrances, claims, security interests, defects of title, and
restrictions of any material nature whatsoever, and liens for real estate taxes
not yet due and payable. No default or notice of default exists or has been
declared by the landlord or sublessor under any of such leases or subleases. THE
COMPANY has adequately insured its tangible and/or real properties
against loss or damage by fire or other casualty (other than earthquake and
flood) and at all relevant times maintained such insurance in adequate amounts,
on terms generally offered by reputable insurance carriers.

     

    7.13
Intangibles: THE COMPANY owns or
possesses the requisite licenses or rights to use all patents, patents -
pending, trademarks, service marks, service names, trade names, and other rights
(collectively, the "Intangibles") described as owned or used by it. There are no
proceeding or action by any person pertaining to, or proceeding or claim pending
or, to the best knowledge of THE COMPANY, threatened and THE COMPANY has not
received any notice of conflict with the asserted rights of others which
Challenges the exclusive right of THE COMPANY with respect to any Intangibles
used in the conduct of THE COMPANY's business. To the best knowledge of THE
COMPANY, the Intangibles and THE COMPANY's operations do not infringe on any
intangibles held by any third party.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      INDEMNIFICATION

       

    

    8.1
EXTREME agrees to indemnify and holds harmless THE COMPANY, its directors,
employees, agents and controlling persons from and against any and all losses,
claims, damages, liabilities and expenses joint and several (including all
reasonable fees of counsel, whether or not resulting in liability), caused by or
resulting out of EXTREME's actions pursuant to this Agreement; provided,
however, that EXTREME will not be liable hereunder to the extent that any loss,
claim, damage, liability or expense is found to have resulted primarily from THE
COMPANY's gross negligence or bad faith in performing the services described
above.

     

    8.2 THE
COMPANY agrees to indemnify and holds harmless EXTREME, its directors,
employees, agents and controlling persons from and against any and all losses,
claims, damages, liabilities and expenses joint and several (including all
reasonable fees of counsel, whether or not resulting in liability), caused by or
resulting out of THE COMPANY's actions pursuant to this Agreement; provided,
however, that THE COMPANY will not be liable hereunder to the extent that any
loss, claim, damage, liability or expense is found to have resulted primarily
from EXTREME's gross negligence or bad faith in performing the services
described above.

     

    PUBLIC
NOTICE

     

    9.1.
Before the Closing, neither EXTREME nor THE COMPANY, without written consent by
both parties, shall make any public release of  information regarding the
matters contemplated herein except (i) that EXTREME and THE COMPANY, may each
continue such communications with employees, customers, suppliers, franchisees,
lenders, lessors, shareholders, members, and other particular groups as may be
legally required or necessary or appropriate and not inconsistent with the best
interests of the other party or the prompt consummation of the transactions
contemplated by this letter; and (ii) as required by law.

    
       

      CLOSING

    

    
    

     

    10. The
parties will use their best efforts to close the transaction within thirty (30)
days from this date, unless the date of closing is extended by agreement
between the parties, or unless required with respect to Securities and Exchange
Commission filings it shall close when permissible under the Rules and
Regulations of the Securities and Exchange Commission. This transaction will be
subject to certain filing requirements with the Securities and Exchange
Commission. The parties agree to cooperate on all required fillings with the
Securities and Exchange Commission, and all filings shall be made in a timely
manner.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
       

    

    OTHER
TRANSACTIONS DURING PENDANCY HEREOF

     

    11. In
the event a transaction occurs during the pendency of this Agreement and EXTREME
is not the surviving entity in such Transaction, or in the event that all or
substantially all of THE COMPANY's assets has been sold during such period,
EXTREME agrees to cause the acquirer or acquirers to assume and honor the
obligations and liabilities of EXTREME hereunder.

    
       

      CORPORATION
RECORDS SERVICE

    

    
    

     

    12.
EXTREME agrees that (through their best efforts) for a period of five (5) years
from the Effective Date it will register and remain covered by the Corporation
Records Service published by Standard & Poor's corporation.

     

    TRANSFER
AGENT

     

    13.
EXTREME shall retain a transfer agent acceptable to THE COMPANY for the common
shares for a period of five (5) years following this financing
transaction.

     

    
      QUARTERLY
FINANCIAL REVIEW

    

    
    

     

    14. For a
period of five (5) years from the date of the financing transaction, the
surviving corporation shall cause its regularly engaged independent certified
public accountants to review the Company's financial statements for each of the
first three (3) fiscal quarters prior to the announcement of quarterly financial
information, the filing of the Company's Form 100 quarterly report and the
mailing of quarterly financial information to stockholders.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    REPRESENTATION
ON THE BOARD OF DIRECTORS

     

    15. For a
period of not less than five (5) years from the execution of this Agreement,
EXTREME, the surviving entity will recommend and use its best efforts to appoint
or elect (as the case may be) a designee of EXTREME, reasonably acceptable to
THE COMPANY, as nonvoting advisor to, or as a member of
its Board of Directors. Such designee or member shall attend meetings of the
Board and receive no more or less compensation than is paid to other
non-management directors of THE COMPANY and shall be entitled to receive
reimbursement for all reasonable expenses incurred in attending such meetings
including, but not limited to, meals, lodging and transportation. To the extent
permitted by law, THE COMPANY will agree to indemnify EXTREME and its designee
for the actions of such designee as advisor to or director of THE COMPANY. In
the event, EXTREME, the surviving company maintains a liability insurance policy
affording coverage for the acts of its officers and directors, it will
agree, if possible, to include each of EXTREME and its designee as an insured
under such policy. If EXTREME does not exercise its option to designate an
advisor or member of the Company's Board of Directors, EXTREME shall
nevertheless have the right to send a representative (who need not be the same
individual from meeting to meeting, although EXTREME shall endeavor to send the
same representative to each meeting) to observe each meeting of the Board of
Directors. The Company agrees to give EXTREME notice of each such meeting not
later than it gives such notice and provides such items to the
directors.

    
       

      RIGHT NOT
TO PROCEED

    

    
    

     

    16.
EXTREME reserves the right not to proceed with this transaction, if in its sole
and exclusive judgment and option (i) market conditions, including the market
for the Shares, are unsuitable for the investor(s); (ii) THE COMPANY has
furnished to EXTREME false or misleading information; (iii) an adverse change
has occurred in the financial condition, business, or prospects of EXTREME; (iv)
THE COMPANY has failed to:

    
      
        (a) Cooperate with due
diligence in good faith with EXTREME;

        
          (b) Expeditiously proceed
with due diligence in good faith to obtain all licenses
and approvals; or

        

      

    

    (c)
Comply with all applicable statutes, laws, rules and regulations; (v)
EXTREME cannot expeditiously proceed with an offering, or (vi) an action, suit
or proceeding at law or in equity is commenced or brought against THE COMPANY or
EXTREME by any federal, state or other commission, board or agency, where any
unfavorable decision may adversely affect the business property financial
condition or income of the Company.

     

    
      GOVERNING
LAW

    

    
    

     

    17. This
letter shall be deemed to have been made and delivered in Delaware and shall be
governed as to validity, interpretation, construction, effect and in all other
respects by the internal laws of the State of Delaware. THE COMPANY and EXTREME
(i) agree that any legal suit, action or proceeding arising
out or relating to this letter shall be instituted exclusively in Delaware. THE
COMPANY and EXTREME further agree to accept and acknowledge service of any and
all process which may be served in any such suit, action or proceeding in
Delaware and agree that service of process upon it sent by certified mail to its
address above set forth shall be deemed in every respect effective service of
process upon it in any such suit, action or proceeding.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
    

    
      NOTICE

       

    

    18. Any
notice, election or demand given or made pursuant hereto shall be given or made
in writing and signed by the sending party or its attorney, and shall be deemed
given (i) when personally delivered; (ii) one business day following delivery to
a reputable overnight courier service, or (iii) two (2) days following the day
when sent by prepaid registered or certified mail, return receipt requested,
in all cases to the respective party at its address given, with copies to
Michael Krome Esq. 8 Teak Court, Lake Grove, New York 11755. email: michael@kromelaw.com and

     

    
      If to THE
COMPANY:

    

    
    

     

    
      Mr. Kenneth
Rosenzweig

      Cloudtech Sensors
Inc.

      13 Laetitia Lane

      Landenberg, PA
19350

    

     

    
      If to
EXTREME:

    

    
    

     

    
      Mr. Charles
Woodward

      Extreme Mobile Coating
Ltd.

      225 Two Oaks Drive

      Nicholasville, Kentucky
40356

    

     

    AMENDMENT
AND MODIFICATION

     

    19. This
Letter of Intent supersedes any and all prior agreements between the parties
hereto respecting the subject matter hereof, maybe amended only in writing and
shall be binding upon our legal representatives and assigns.

     

    
    

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    ENTIRE
UNDERSTANDING

     

    20. This
Agreement represents the entire understanding between the parties, and all prior
discussions and negotiations are merged in it.

     

    If the foregoing correctly sets forth
the understanding and agreement between THE COMPANY and EXTREME, please so
indicate in the space provided for the purpose below.

     

    
      
        	 	 	

                Sincerely,

              	 
	
              	
              	Michael
      Krome Esq. 	 


      

    

     

     

    
      
        	ACCEPTED AND AGREED:	 	 	 	 
	 	 	 	 	 	 
	CLOUDTECH SENSORS INC. (THE
      COMPANY)	 	 	 	 
	 	 	 	 	 	 
	By:	
                

              	 	 	
              	 
	 	
                

                  Authorized
      Signatory

                

              		 	
              	 
	 	Kenneth
      S. Rosenzweig 	 	 	 	 
	 	
                

                  

                    Chairman

                  

                

              	 	 	
              	 


      

    

     

    
       

      
        
          	ACCEPTED AND AGREED:	 	 	 	 
	 	 	 	 	 	 
	
                  EXTREME
      MOBILE COATINGS-WORLDWIDE CORP. (EXTREME)

                	 	 	 
	 	 	 	 	 	 
	By:	
                  

                    

                  

                	 	 	
                	 
	 	
                  

                    Authorized
      Signatory

                  

                	 	 	
                	 
	 	
                  

                    Charles
      Woodward

                  

                	 	 	
                	 
	 	

                  President and
      CEO 

                	 	 	 	 


        

      

       

      
        
          
          

        

        
          15