EX-10 3 extenpointfour.txt EXHIBIT 10.4 MEMORANDUM OF AGREEMENT ----------------------- THIS AGREEMENT is made effective as of the 11th day of March, 2002. AMONG: THE UNDERSIGNED SHAREHOLDERS OF HOUSE OF BRUSSELS HOLDINGS LTD., A BRITISH COLUMBIA COMPANY ----------------------------- (hereinafter called the "Selling Shareholders") OF THE FIRST PART AND: HOUSE OF BRUSSELS HOLDINGS LTD, ---------------------------------- a British Columbia company (hereinafter called "House of Brussels") OF THE SECOND PART AND: GREEN FUSION CORPORATION, -------------------------- a Nevada corporation (hereinafter called "Green Fusion") OF THE THIRD PART AND: GFC VENTURES CORP. -------------------- a British Columbia corporation (hereinafter called "GFC") OF THE FOURTH PART (Collectively know as the "Parties") WHEREAS: A. The Selling Shareholders are the owners of all of the issued and standing common shares of House of Brussels. Page 1 of 6 B. GFC and the Selling Shareholders executed a letter of intent dated June 22, 2001 (the "Letter of Intent") that contemplated the acquisition of all of the issued and outstanding shares of House of Brussels by a publicly traded company designated by GFC. C. GFC has designated Green Fusion as the public company contemplated by the Letter of Intent and Green Fusion has agreed to acquire all of the issued and outstanding shares of GFC. D. Green Fusion has offered to purchase all of the issued and outstanding shares of the common stock of House of Brussels. E. The Selling Shareholders agreed to sell all of the issued and outstanding shares of the common stock of House of Brussels to Green Fusion as outlined in the Share Purchase Agreement, dated August 17th, 2001. After signing multiple extensions, the Share Purchase Agreement was not completed and expired on February 15, 2002. The Parties hereby agree to the following: 1. The Selling Shareholders will sell all of the issued and outstanding shares of House of Brussels to Green Fusion, in return for 30 million common shares of Green Fusion. The Selling Shareholders shall receive a proportionate number of Green Fusion common shares as they currently own of House of Brussels. 2. An outstanding loan made to House of Brussels from Mr. Rick Siemens in the amount of C$150,000 shall be converted to the equivalent number of shares of Green Fusion and issued to Mr. Rick Siemens or his designate. The resulting number of shares to be issued is 858,443. These shares will be included in the S3 registration statement to be filed by Green Fusion and will include one 2-year, $0.25 warrant for each share. 3. The Selling Shareholders and GFC shall receive an option to purchase the equivalent number of shares as the total number of warrants outstanding at the date of this agreement. These options shall be distributed according to the aggregate proportion of each party's shareholdings. The option price shall be set US$0.25, the same price as the warrants currently being issued by Green Fusion. 4. Green Fusion shall cause 30 million common shares from its treasury to be issued to GFC, or its designates, less the number of shares issued and outstanding as of the date of this Agreement. 5. All loans made by both third parties and management of GFC to Green Fusion (some of which has been subsequently loaned to House of Brussels) shall be converted to the equivalent number of shares and deducted from the total Page 2 of 6 amount of shares issued to GFC. These shares shall be included in the S3 share registration statement that Green Fusion will be filing upon completion of the acquisition of House of Brussels. 6. The US exchange rate used in converting Canadian dollar amounts shall be 1.5885 US dollars for every Canadian dollar. The stock price used for converting dollar balances to stock and for setting the value of the stock, shall be US$0.11. Both of these figures are closing amounts on March 5, 2002, being the date that the terms of this Agreement were agreed to in principle. 7. The intention of this Agreement is to remove all loans from Green Fusion and House of Brussels by converting all outstanding loans into share capital of Green Fusion. 8. To fund operations going forward, Green Fusion intends on raising working capital for House of Brussels and Green Fusion by issuing an additional 6 million common shares of Green Fusion. 9. Upon completion of the acquisition of House of Brussels by Green Fusion, Green Fusion intends on seeking a different listing, such as on the American Stock Exchange (AMEX). This will provide long-term funds for expansion of distribution and potential new acquisitions. 10. Green Fusion and House of Brussels will appoint additional officers and directors. 11. This Agreement is subject to a formal contract to be entered into on or before March 31, 2002. The Parties hereby agree to use best efforts and good faith in furthering this Agreement as outlined above. 12. The share structure of Green Fusion, is as follows: Shares outstanding 11,943,500 Green Fusion conversion of loans 4,304,300 GFC shares 13,752,200 ---------- Subtotal 30,000,000 Selling Shareholders 30,000,000 Conversion of Rick Siemens loan 858,443 ---------- Total shares outstanding after transaction 60,858,443 ========== Page 3 of 6 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. GREEN FUSION CORPORATION a Nevada corporation by its authorized signatory: /s/ L. Evan Baergen _____________________________ Signature of Authorized Signatory L. Evan Baergen _____________________________ Name of Authorized Signatory President ____________________________ Position of Authorized Signatory GFC VENTURES CORP. a British Columbia corporation by its authorized signatory: /s/ L. Evan Baergen _____________________________ Signature of Authorized Signatory L. Evan Baergen _____________________________ Name of Authorized Signatory President ____________________________ Position of Authorized Signatory HOUSE OF BRUSSELS HOLDINGS LTD. a British Columbia company by its authorized signatories: /s/ William J. Loewen _____________________________ Signature of Authorized Signatory William J. Loewen _____________________________ Name of Authorized Signatory Director ____________________________ Position of Authorized Signatory Page 4 of 6 SIEMENS INDUSTRIES LTD. by its authorized signatory: /s/ Rick Siemens _____________________________ Signature of Authorized Signatory W. J. LOEWEN LTD. by its authorized signatory: /s/ William J. Loewen _____________________________ Signature of Authorized Signatory HONG KONG BASE LIMITED by its authorized signatory: /s/ Chun Siu Fun _____________________________ Signature of Authorized Signatory GORDON T. BARTLETT, IN HIS PERSONAL CAPACITY: ---------------------------------------------------- SIGNED, SEALED AND DELIVERED in the presence of: /s/ Noreen Holt /s/ Gordon T. Bartlett ------------------------ -------------------- Signature GORDON T. BARTLETT Noreen Holt -------------------- Name #414 - 488 Helmcken St. -------------------- Address Vancouver, BC V6B 6E4 -------------------- Page 5 of 6 JOSEPH T. SAMBELL, IN HIS PERSONAL CAPACITY: -------------------------------------------------- SIGNED, SEALED AND DELIVERED BY JOSEPH T. SAMBELL in the presence of: ----------------------------------------------- /s/ Noreen Holt /s/ Joe Sambell -------------------- -------------------- Signature JOSEPH T. SAMBELL Noreen Holt -------------------- Name #414 - 488 Helmcken St. -------------------- Address Vancouver, BC V6B 6E4 -------------------- Page 6 of 6