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EXHIBIT 10.141
[LETTER HEAD]
ARROW-MAGNOLIA International
2646 RODNEY LANE . P.O. BOX 59099 . DALLAS, TEXAS 75229
(212) 247-7111 . TX 1-800-442-2601. NAT'L 1-800-527-2101
TELEX 203729 FAX (214) 484-2896
November 8, 2000
BioShield Technologies, Inc.
5655 Peachtree Parkway
Norcross, Georgia 30092
Re: Acquisition Agreement dated July 7, 2000
Gentlemen:
After substantial completion of due diligence and extensive
discussions, BioShield Technologies, Inc. ("BioShield") and Arrow- Magnolia
International, Inc. ("Arrow") have concluded and agreed that the Acquisition
Agreement dated July 7, 2000 (the "Agreement") be, and it hereby is, terminated
pursuant to Section 6.1(a) of the Agreement with the effects therein stated.
Specifically, without limitation, the provisions of Section 6.5 of the Agreement
are terminated and shall be of no further force and effect, and Arrow shall have
no liability thereunder under any circumstances, including but not limited to
Arrow's entering into, or announcing the intention to enter into, an agreement
or agreement in principle with respect to any Acquisition Proposal. In addition,
Section 6.4 of the Agreement shall terminate and be of no further force and
effect, and none of the covenants, representations or warranties made by the
parties, except as set forth in the following paragraph, shall survive
termination of the Agreement.
Neither party shall be liable to any other party under the
Agreement for fees, expenses, damages or any other amounts under the Agreement,
except for the payment by BioShield of one-half of the costs of the
environmental audit conducted for Arrow pursuant to Section 3.6 of the
Agreement, in the amount of $17,678.99, which BioShield agrees to pay to Arrow
within ten days of the date hereof.
Likewise, the Tender Agreement dated July 2000 shall terminate
and be of no further force or effect pursuant to Section 7.3 thereof.
The Confidentiality and Non-Disclosure Agreement dated as of
April 3, 2000 shall remain in effect notwithstanding termination of the
Agreement.
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[LETTER HEAD]
ARROW-MAGNOLIA International
2646 RODNEY LANE . P.O. BOX 59099 . DALLAS, TEXAS 75229
(212) 247-7111 . TX 1-800-442-2601. NAT'L 1-800-527-2101 .
TELEX 203729 FAX (214) 484-2896
Please sign and date in the spaces provided to evidence your agreement
hereto.
Yours very truly,
ARROW-MAGNOLIA
INTERNATIONAL, INC.
By: /s/ Fred Kenner
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Fred Kenner, President
Agreed to and accepted the
8th day of November, 2000
BIOSHIELD TECHNOLOGIES, INC.
By: /s/ Edward U. Miller
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Name: Edward U. Miller
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Title: COO
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