Unassociated Document


     

    Exhibit
10.1

     

    
      LETTER
OF INTENT

       

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

       

      
        	
                BETWEEN:  

              	
                MACKENZIE TAYLOR MINERALS,
      INC., a Nevada corporation having an office at Suite 904 – 228 26th
      Avenue S.W., Calgary, Alberta, Canada

              
	 	 
	 	(“COMPANY”) 


      

       

      
        	
                AND:

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

              
	 	 
	 	(“XYT”)


      

      


      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 Company and ABTECH desire 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 7-14, this proposal is expressly intended to be non-binding and
      subject to the satisfactory completion of due diligence and the
      negotiation of a mutually acceptable definitive agreement between the
      Company and ABTECH 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 twenty one (21) 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 “Exchange”).  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 Exchange (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 financing from the Company.  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.  

              	
                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

              


      

       

      
        	
                8.  

              	
                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.

              


      

       

      
        	
                9.  

              	
                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.

              


      

       

      
        	
                10.  

              	
                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.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                11.  

              	
                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.

              


      

       

      
        	
                12.  

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

              


      

       

      
        	
                13.  

              	
                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.

              


      

       

      
        	
                14.  

              	
                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: APRIL 12, 2010

        


        


        MACKENZIE
TAYLOR MINERALS, INC.

      

      
        
          	 	 	 	 	 
	
                   

                	 	 	
                   

                	 
	
                  Terry
      Stimpson

                	 	 	
                   

                	 
	
                   

                	 	 	
                   

                	 
	ABTECH INDUSTRIES,
      INC.	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Glen R. Rink	 	 	 	 


        

      

      


      
        
          
          

        

        
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