ex10-1.htm


    LETTER
OF INTENT

    


    
      	
              Parties:

            	
              Laburnum
      Ventures Inc., a Nevada corporation (“Laburnum”), and AGR Stone &
      Tools USA, Inc., a Texas corporation (“AGR”), wish to enter into this
      binding letter of intent (the “LOI”) which will provide for the basic
      structure of a share exchange and reverse merger between the parties (the
      “Share Exchange”).

            


    

    


    It
is the intention of the parties to enter into a long form agreement governing
the Share Exchange by July 31, 2009.  If no long form agreement is
entered into, this LOI will govern the Share Exchange until it is terminated and
shall be amended to include the signatures of the shareholders of
AGR.

    


    
      	 
    	 
    
	
              Structure:

            	
              The parties
      shall complete the Share Exchange in accordance with the terms of this LOI
      as applicable to the respective companies.

            
	 
    	 
    
	
              Consideration:

            	
              Pursuant to
      the Share Exchange, each common share of AGR shall be exchanged for one
      common share of Laburnum.

               

              All related
      party debts owed by Laburnum shall be cancelled upon the closing of the
      Share Exchange (the “Share Exchange Closing”).

            
	 
    	 
    
	
              Conditions

              Precedent:

            	
              Prior to the
      Share Exchange Closing:

              · AGR will
      obtain approval for the Share Exchange from each of its
      shareholders.

              · Laburnum
      shall have no liabilities.

              · AGR shall
      have provided Laburnum with audited financial statements for the last two
      completed fiscal years and an auditor reviewed interim period statements
      for a period ending no later than 60 days before the delivery of the
      financial statements.

              · Both parties
      will have conducted due diligence on each other and the results of such
      due diligence will be satisfactory to both parties.

            
	 
    	 
    
	
              Details:

            	
              Upon the
      Share Exchange Closing:

              · Laburnum
      shall file an application to change its name to AGR International
      Inc.

              · Thomas Brown
      shall resign from all officer positions with Laburnum and:

              o G.M. (Rock)
      Rutherford shall be appointed as President, CEO and director;

              o John
      Kuykendall shall be appointed as Vice President, Chief Financial Officer,
      Secretary, Treasurer and director;

              o M. Todd
      Rutherford shall be appointed as Vice President and Chief Operations
      Officer and director; and

              o Thomas Brown
      shall remain as a director of the Laburnum.

              · Thomas Brown
      shall cancel 25,000,000 shares of Laburnum’s common stock currently held
      in his name

              · AGR shall
      become the fully owned subsidiary of Laburnum.

            
	 
    	 
    


    

    


    
      	
              Termination
      Events:

            	
              The LOI and
      any Share Exchange agreement entered into on the basis of this LOI will
      have provisions for termination, and the rescission of any actions
      undertaken in order to fulfill the obligations of this LOI or a subsequent
      agreement, upon the occurrence of any one of the following
      events:

              · By mutual
      consent and such consent will not be unreasonably withheld;
or

              · By either
      party if either party is not satisfied with the results of due diligence
      undertaken in good faith.

            
	 
    	 
    
	
              Independent

              Legal
      Advice:

            	
              Each party
      acknowledges that it has had the opportunity to obtain its own independent
      legal and tax advice with respect to the terms of this LOI prior to
      execution of this LOI and further acknowledges that it fully understands
      this LOI.  AGR and the AGR Shareholders acknowledge that counsel
      for Laburnum does not represent the interests of AGR or its
      shareholders.

            
	 
    	 
    
	
              Representations
      and Warranties

              Of
      Laburnum:

            	
              Laburnum
      represents and warrants to AGR that:

               

              1. Laburnum is a
      corporation duly organized, validly existing and in good standing under
      the laws of the State of Nevada and has the requisite corporate power and
      authority to own, lease and to carry on its business as now being
      conducted.  Laburnum is duly qualified to do business and is in
      good standing as a foreign corporation in each of the jurisdictions in
      which Laburnum owns property, leases property, does business, or is
      otherwise required to do so, where the failure to be so qualified would
      have a material adverse effect on the business of Laburnum taken as a
      whole.

               

              2. To the best
      knowledge of Laburnum, there is no basis for and there is no action, suit,
      judgment, claim, demand or proceeding outstanding or pending, or
      threatened against or affecting Laburnum or which involves any of the
      business, or the properties or assets of Laburnum that, if adversely
      resolved or determined, would have a material adverse effect on the
      business, operations, assets, properties, prospects, or conditions of
      Laburnum taken as a whole (a “Laburnum Material Adverse
      Effect”).  There is no reasonable basis for any claim or action
      that, based upon the likelihood of its being asserted and its success if
      asserted, would have such a Laburnum Material Adverse Effect.

               

              3. Laburnum has
      all requisite corporate power and authority to execute and deliver this
      LOI and any other document contemplated by this LOI (collectively, the
      “Laburnum Documents”) to be signed by Laburnum and to perform its
      obligations hereunder and to consummate the transactions contemplated
      hereby.  The execution and delivery of each of the Laburnum
      Documents by Laburnum and the consummation by Laburnum of the transactions
      contemplated hereby have been duly authorized by its board of directors
      and no other corporate or shareholder proceedings on the part of Laburnum
      is necessary to authorize such documents or to consummate the transactions
      contemplated hereby.  This LOI has been, and the other Laburnum
      Documents when executed and delivered by Laburnum as contemplated by this
      LOI will be, duly executed and delivered by Laburnum and this LOI is, and
      the other Laburnum Documents when executed and delivered by Laburnum, as
      contemplated hereby will be, valid and binding obligations of Laburnum
      enforceable in accordance with their respective terms,
except:

               

              a) as limited by
      applicable bankruptcy, insolvency, reorganization, moratorium, and other
      laws of general application affecting enforcement of creditors’ rights
      generally;

              b) as limited by
      laws relating to the availability of specific performance, injunctive
      relief, or other equitable remedies; and

              c) as limited by
      public policy.

               

              4. The Laburnum
      common shares to be issued upon the Share Exchange Closing will, upon
      issuance, have been duly and validly authorized and, when so issued in
      accordance with the terms of this LOI, will be duly and validly issued,
      fully paid and non-assessable.

               

              5. No
      representation or warranty by Laburnum in this LOI nor any certificate,
      schedule, statement, document or instrument furnished or to be furnished
      to AGR pursuant hereto contains or will contain any untrue statement of a
      material fact or omits or will omit to state a material fact required to
      be stated herein or therein or necessary to make any statement herein or
      therein not materially misleading.

               

              6. Laburnum has
      no more than 60,000,000 shares of common stock outstanding and no
      outstanding derivative securities and no issued or outstanding preferred
      shares.

               

              7. Compliance

               

              a) To the best
      knowledge of Laburnum, Laburnum is in compliance with, is not in default
      or violation in any material respect under, and has not been charged with
      or received any notice at any time of any material violation of any
      statute, law, ordinance, regulation, rule, decree or other applicable
      regulation to the business or operations of Laburnum;

               

              b) To the best
      knowledge of Laburnum, Laburnum is not subject to any judgment, order or
      decree entered in any lawsuit or proceeding applicable to its business and
      operations that would constitute a Laburnum Material Adverse
      Effect;

               

              c) Laburnum has
      duly filed all reports and returns required to be filed by it with
      governmental authorities and has obtained all governmental permits and
      other governmental consents, except as may be required after the execution
      of this LOI.  All of such permits and consents are in full force
      and effect, and no proceedings for the suspension or cancellation of any
      of them, and no investigation relating to any of them, is pending or to
      the best knowledge of Laburnum, threatened, and none of them will be
      adversely affected by the consummation of the Share Exchange;
      and

               

              d) Laburnum has
      operated in material compliance with all laws, rules, statutes,
      ordinances, orders and regulations applicable to its
      business.  Laburnum has not received any notice of any violation
      thereof, nor is Laburnum aware of any valid basis
    therefore.

            
	 
    	 
    


    

    


    
      	
              Representations
      and Warranties of AGR:

            	
              AGR
      represents and warrants to Laburnum that:

               

              1.
      Each
      shareholder of AGR is an accredited investor as that term is defined in
      the Securities Act of 1933, as amended.

               

              2.
      AGR is a
      corporation duly organized, validly existing and in good standing under
      the laws of the State of Texas and has the requisite corporate power and
      authority to own, lease and to carry on its business as now being
      conducted.  AGR is duly qualified to do business and is in good
      standing as a foreign corporation in each of the jurisdictions in which
      AGR owns property, leases property, does business, or is otherwise
      required to do so, where the failure to be so qualified would have a
      material adverse effect on the business of AGR taken as a
      whole.

               

              3. To the best
      knowledge of AGR, there is no basis for and there is no action, suit,
      judgment, claim, demand or proceeding outstanding or pending, or
      threatened against or affecting AGR or which involves any of the business,
      or the properties or assets of AGR that, if adversely resolved or
      determined, would have a material adverse effect on the business,
      operations, assets, properties, prospects, or conditions of AGR taken as a
      whole (an “AGR Material Adverse Effect”).  There is no
      reasonable basis for any claim or action that, based upon the likelihood
      of its being asserted and its success if asserted, would have such an AGR
      Material Adverse Effect.

               

              4. AGR has all
      requisite corporate power and authority to execute and deliver this LOI
      and any other document contemplated by this LOI (collectively, the “AGR
      Documents”) to be signed by AGR and to perform its obligations hereunder
      and to consummate the transactions contemplated hereby.  The
      execution and delivery of each of the AGR Documents by AGR and the
      consummation by AGR of the transactions contemplated hereby have been duly
      authorized by its board of directors and no other corporate or shareholder
      proceedings on the part of AGR is necessary to authorize such documents or
      to consummate the transactions contemplated hereby.  This LOI
      has been, and the other AGR Documents when executed and delivered by AGR
      as contemplated by this LOI will be, duly executed and delivered by AGR
      and this LOI is, and the other AGR Documents when executed and delivered
      by AGR, as contemplated hereby will be, valid and binding obligations of
      AGR enforceable in accordance with their respective terms,
      except:

               

              a) as limited by
      applicable bankruptcy, insolvency, reorganization, moratorium, and other
      laws of general application affecting enforcement of creditors’ rights
      generally;

              b) as limited by
      laws relating to the availability of specific performance, injunctive
      relief, or other equitable remedies; and

              c) as limited by
      public policy.

               

              5. GR has no
      more than 47,000,000 shares of common stock outstanding and no outstanding
      derivative securities or outstanding preferred shares.

               

              6. No
      representation or warranty by AGR in this LOI nor any certificate,
      schedule, statement, document or instrument furnished or to be furnished
      to Laburnum pursuant hereto contains or will contain any untrue statement
      of a material fact or omits or will omit to state a material fact required
      to be stated herein or therein or necessary to make any statement herein
      or therein not materially misleading.

               

              7. Neither the
      execution, delivery and performance of this LOI, nor the consummation of
      the Share Exchange, will conflict with, result in a violation of, cause a
      default under (with or without notice, lapse of time or both) or give rise
      to a right of termination, amendment, cancellation or acceleration of any
      obligation contained in or the loss of any material benefit under, or
      result in the creation of any lien, security interest, charge or
      encumbrance upon any of the material properties or assets of AGR or any of
      its subsidiaries under any term, condition or provision of any loan or
      credit agreement, note, debenture, bond, mortgage, indenture, lease or
      other agreement, instrument, permit, license, judgment, order, decree,
      statute, law, ordinance, rule or regulation applicable to AGR or any of
      its subsidiaries, or any of their respective material property or
      assets.

               

              8. AGR
      acknowledges that any Laburnum securities issued in this Share Exchange
      will have such hold periods as are required under applicable securities
      laws and as a result may not be sold, transferred or otherwise disposed,
      except pursuant to an effective registration statement under the
      Securities Act of 1933, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the
      Securities Act of 1933 and in each case only in accordance with all
      applicable securities laws.

               

              9.
      Compliance

               

              a) To the best
      knowledge of AGR, AGR is in compliance with, is not in default or
      violation in any material respect under, and has not been charged with or
      received any notice at any time of any material violation of any statute,
      law, ordinance, regulation, rule, decree or other applicable regulation to
      the business or operations of AGR;

               

              b) To the best
      knowledge of AGR, AGR is not subject to any judgment, order or decree
      entered in any lawsuit or proceeding applicable to its business and
      operations that would constitute a AGR Material Adverse
      Effect;

               

              c) AGR has duly
      filed all reports and returns required to be filed by it with governmental
      authorities and has obtained all governmental permits and other
      governmental consents, except as may be required after the execution of
      this LOI.  All of such permits and consents are in full force
      and effect, and no proceedings for the suspension or cancellation of any
      of them, and no investigation relating to any of them, is pending or to
      the best knowledge of AGR, threatened, and none of them will be adversely
      affected by the consummation of the Share Exchange; and

               

              d) AGR has
      operated in material compliance with all laws, rules, statutes,
      ordinances, orders and regulations applicable to its
      business.  AGR has not received any notice of any violation
      thereof, nor is AGR aware of any valid basis therefore.

               

            
	 
    	 
    
	
              Mutual
      Covenants:

            	
              1. The
      representations and warranties of both parties set forth in this LOI will
      be true, correct and complete in all respects as of the Share Exchange
      Closing, as though made on and as of the Share Exchange
      Closing.

               

              2. All
      information regarding the business of AGR including, without limitation,
      financial information that AGR provides to Laburnum during Laburnum’s due
      diligence investigation of AGR will be kept in strict confidence by
      Laburnum and will not be used (except in connection with due diligence),
      dealt with, exploited or commercialized by Laburnum or disclosed to any
      third party (other than Laburnum’s professional accounting and legal
      advisors) without the prior written consent of AGR.  If the
      Share Exchange contemplated by this LOI does not proceed for any reason,
      then upon receipt of a written request from AGR, Laburnum will immediately
      return to AGR (or as directed by AGR) any information received regarding
      AGR’s business.  Likewise, all information regarding the
      business of Laburnum including, without limitation, financial information
      that Laburnum provides to AGR during its due diligence investigation of
      Laburnum will be kept in strict confidence by AGR and will not be used
      (except in connection with due diligence), dealt with, exploited or
      commercialized by AGR or disclosed to any third party (other than AGR’s
      professional accounting and legal advisors) without Laburnum’s prior
      written consent.  If the Share Exchange contemplated by this LOI
      does not proceed for any reason, then upon receipt of a written request
      from Laburnum, AGR will immediately return to Laburnum (or as directed by
      Laburnum) any information received regarding Laburnum’s
      business.

               

              3. Between the
      date of this LOI and the Share Exchange Closing, each of the parties to
      this LOI will promptly notify the other parties in writing if it becomes
      aware of any fact or condition that causes or constitutes a material
      breach of any of its representations and warranties as of the date of this
      LOI, if it becomes aware of the occurrence after the date of this LOI of
      any fact or condition that would cause or constitute a material breach of
      any such representation or warranty had such representation or warranty
      been made as of the time of occurrence or discovery of such fact or
      condition.  During the same period, each party will promptly
      notify the other parties of the occurrence of any material breach of any
      of its covenants in this LOI or of the occurrence of any event that may
      make the satisfaction of such conditions impossible or
      unlikely.

            
	 
    	 
    
	
              Jurisdiction

            	
              The parties
      agree to attorn to the non-exclusive jurisdiction of the Province of
      British Columbia regarding this
LOI.

            


    

     

    Accepted on: June
4, 2009

    


    
      	
               

              AGR
      Stone & Tools USA, Inc.

               

              Per: /s/
      G.M. (Rock) Rutherford

              G.M. (Rock)
      Rutherford, CEO

            


    

    


    Laburnum
Ventures Inc.


    


    Per: /s/
Thomas
Brown                                                                                                         

    Thomas Brown,
CEO