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The Parties agree to execute a Memorandum of Agreement defining mutually acceptable terms for revenue splitting, issuance of Options, any and all other related financial and pertinent issues. The memorandum to be drafted and adopted as a condition subsequent to this Letter of Intent.

The Parties agree to execute a Memorandum of Agreement defining mutually acceptable terms for revenue splitting, disposition of existing debt within the Parties, issuance of Options, any and all other related financial and pertinent issues.issues, and Board composition. The memorandum to be subsequently drafted and adoptedagreed upon as a condition subsequent topart of this Letter of Intent.Intent, shall be referenced to and incorporated herein and made part of same.

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