Filed by Avantafile.com - Darlington Mines Ltd. - Exhibit 10.2







 

 


  
  


	Mr. Bruce
Horton

President 

Pulse
Beverage Corporation 

1624
Washington Street 

Denver,
Colorado 80203 
	 December
24, 2010


Dear
Bruce,


It
was good to reach an understanding of the terms of the two matters between
Pulse Beverage Corporation (or otherwise named entity) and Catalyst Development
Inc. that will, in part, guide our relationship subsequent to the asset sale
between Pulse Beverage Corporation and Health Beverage LLC, which is scheduled
for closing on or before January 31, 2011. Thank you for your continuing effort
in arriving at the terms to allow the asset sale to complete.


Pulse
Beverage Corporation (Pulse) and Catalyst Development, Inc. (Catalyst) agree as
follows:


	I	The
“Agreement For The Purchase of Assets Between The Pulse Beverage Corporation
and Health Beverage, LLC is contingent on the following terms and both parties
will use best efforts to meet them.



	II	Pulse (or otherwise named
entity) will loan Catalyst the sum of $200,000 dollars (USF) for the purpose of
Catalyst establishing a food and beverage production centre. The interest rate
of the loan is 4%. The term of the loan is 5 years. The amortization period of
the loan is 25 years. Loan payments commence one month from the date the funds
are received by Catalyst, which is expected to be by February 2011. Monthly
payments are expected to be approximately $1055 and the balance of the loan
owing to Pulse, without consideration for additional payments of principle, at
the end of five years (60 monthly payments) is approximately $174,209. Catalyst
has the right to make additional payments on the loan principle without penalty
through the term of the loan. Pulse
and Catalyst have discussed and agree to consider the option of converting the
loan to an equity position in the Catalyst production centre pending its
successful establishment.




	III	Pulse
and Catalyst have discussed Catalyst having certain rights and privileges to
manufacture and market Pulse beverages in a concentrate form.  The terms of
these rights and privileges are as follows:




	 	1.	Concentrate
    is defined as a concentrated form of Pulse beverage that is intended for
    dilution with water or other liquid before consumption. It is not intended
    to be a ready to drink (RTD) beverage or sold in containers that would
    make commercial scale production of Pulse ready to drink beverages
    feasible.


#503 - 9222 UNIVERSITY CRESCENT,  BURNABY, BC V5A 0A6

EMAIL: rkendrick@catalystdevelopment.ca   TEL: (604) 628-1282 





	 	2.	Catalyst
    agrees to produce Pulse concentrate in compliance with Good Manufacturing
    Practices, applicable government regulations, and Pulse quality control
    specifications and with no less care than any of its own products.




	 	3.	The
    rights and privileges granted to Catalyst are not transferable to a third
    party.




	 	4.	Pulse
    grants Catalyst the exclusive right to directly market and sell Pulse
    beverage concentrates via the Internet and also through retail locations
    in British Columbia.




	 	5.	Catalyst
    agrees to pay Pulse $0.05 (USF) for each liter of the total volume of
    Pulse concentrate it markets and sells via these two methods.




	 	6.	Pulse
    grants Catalyst the exclusive and worldwide right to produce Pulse
    beverage concentrates, including when the agent selling the concentrates
    is Pulse Beverage Corporation, either directly or by contracting to a
third party. 




	 	7.	Catalyst
    agrees to make all of its direct and indirect costs in producing the
    beverage concentrates known to Pulse and charge Pulse on a cost plus 10%
    basis for the beverage concentrates it produces for Pulse.




	 	8.	Catalyst
    agrees to market and sell a minimum of 10,000 liters of Pulse beverage
    concentrate per year and pay Pulse annual royalties accrued to the volume
    of Pulse beverage concentrate it sells or otherwise pay Pulse an amount
    equal to the royalties on this minimum amount.




	 	9.	Catalyst
    agrees that Pulse has the right to “buy back” the rights and privileges
    related to the Pulse beverage concentrate. Pulse agrees that production and
    sales of Pulse beverage concentrate by Catalyst enhances the brand equity.
    Further that the early efforts of Catalyst will be reflected only in
    subsequent sales volume. The parties therefore agree that providing
    Catalyst has met the performance requirements, noted in point 8, that
    should Pulse decide to “buy back” these rights and privileges from
    Catalyst it will pay the greater of $250,000 or three times the gross
    profit Catalyst has achieved in the twelve months immediately preceding
    the intended buy back date. Pulse agrees to provide Catalyst with six
    months notice of “buy back” and to purchase all reasonable amounts of
    unused raw material and finished goods inventory that is in good and
    marketable condition.




Bruce,
as we both have signing authority for our respective companies if the above
terms are acceptable I have provided space below for each of us to sign and
date our agreement.

	Company:
Pulse Beverage Corporation  	Company: Catalyst Development Inc.




	Name:
  	Bruce Horton 	Name:	Ron
Kendrick
	 	 	 	 
	Title: 	President 	Title:	President
	 	 	 	 
	Date:  	December
24, 2010 	Date:	December 24, 2010








	Signature:
  	 Signature:


#503 - 9222 UNIVERSITY CRESCENT,  BURNABY, BC V5A 0A6

EMAIL: rkendrick@catalystdevelopment.ca   TEL: (604) 628-1282