EXHIBIT 10.5
VFM VENTURE FUND MANAGEMENT, LLC
205 Worth Avenue, Suite 201, P.O. Box 2753, Palm Beach, FL 33480-2753
(561-624-4031, (877) HI-YIELD, Fax (561) 624-4032
e-mail - [email protected]
Mr. Armand Dauplaise June 29, 2000
President
Bio-One Corporation
290 Waymont Court, Suite 120
Lake Mary, Florida 32746
Dear Armand:
Venture Fund Management, LLC is pleased to provide this commitment letter
according to the following terms and conditions.
INVESTMENT AMOUNT
ONE MILLION DOLLARS ($1,000,000)
PRICE PER SHARE
ONE DOLLAR ($1.00) OR A THIRTY- PERCENT (30%) DISCOUNT FROM THE DAILY
AVERAGE BID PRICE OF THE FIRST THREE WEEKS AFTER THE STOCK BEGINS
TRADING PUBLICLY, WHICHEVER IS LOWER
CONTINGENCIES
A) BIO-ONE CORPORATION MUST BECOME A PUBLICLY TRADED COMPANY.
B) A MINIMUM OF ONE MILLION DOLLARS ($1,000,000) OF ADDITIONAL CAPITAL MUST BE
RAISED FROM OTHER SOURCES.
C) VENTURE FUND MANAGEMENT, LLC WILL HAVE THE OPTION OF BEING ELECTED TO ONE
SEAT ON THE BIO-ONE CORPORATION BOARD OF DIRECTORS.
D) VERIFICATION OF REPRESENTATIONS MADE BY BIO-ONE CORPORATION MANAGEMENT.
E) VFM ADVISORS IN BIOTECHNOLOGY PROVIDE FINAL UP-TO-DATE REVIEW AND APPROVAL
OF THE INVESTMENT.
WARRANTS
A MAXIMUM OF ONE MILLION (1,000,000) SHARES AT ONE DOLLAR AND FIFTY CENTS
($1.50) PER SHARE AND WITH AN EXPIRATION DATE OF JUNE 30, 2002
COMMITMENT LETTER EXPIRATION: JUNE 30, 2001
We at Venture Fund Management, LLC believe that this will become a substantial
growth investment for our firm and are excited about the successful future of
Bio-One Corporation.
Sincerely,
/s/ Thomas Ross
Thomas Ross, CEO
