-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hm51qzYbCawGUKluK5kzZtoWNfL0eS9blmIije5sz7M9j6eng2fZg2QWhl6Ht5dw yLwGDrLhuoJ9d0yycBBPFw== 0001050502-01-000171.txt : 20010226 0001050502-01-000171.hdr.sgml : 20010226 ACCESSION NUMBER: 0001050502-01-000171 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001130 FILED AS OF DATE: 20010223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELTA OMEGA TECHNOLOGIES INC CENTRAL INDEX KEY: 0000846978 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 841100774 STATE OF INCORPORATION: CO FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: SEC FILE NUMBER: 000-24506 FILM NUMBER: 1552569 BUSINESS ADDRESS: STREET 1: 119 IDA ROAD CITY: BROUSSARD STATE: LA ZIP: 70518 BUSINESS PHONE: 3183676400 MAIL ADDRESS: STREET 1: 119 IDA ROAD CITY: BROUSSARD STATE: LA ZIP: 70518 FORMER COMPANY: FORMER CONFORMED NAME: BARCLAYS WEST INC DATE OF NAME CHANGE: 19900117 10QSB/A 1 0001.txt 10QSB/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB/A AMENDMENT NO. 1 (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2000 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission file number 0-24506 Delta-Omega Technologies, Inc. ------------------------------ (Exact name of small business issuer as specified in its Charter) Colorado 84-1100774 -------- ---------- (State of Incorporation) (I.R.S. Employer Identification Number) 119 Ida Road, Broussard, Louisiana 70518 ---------------------------------- ----- (Address of principal executive offices) (Zip Code) (337) 837-3011 -------------- (Registrant's telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes...X... No........ APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date:...18,747,210 shares of common stock as of December 31, 2000 This document is comprised of 17 pages Delta-Omega Technologies, Inc. Index to Quarterly Report Part I Financial Statements Item 1. Financial Statements Page ---- Consolidated Balance Sheet as of November 30, 2000 .............. 2 Consolidated Statements of Operations, three months ended November 30, 2000 and November 30, 1999 ............ 3 Statements of Cash Flows, three months ended November 30, 2000 and November 30, 1999 .................. 4 Notes to consolidated financial statements ....................... 5 Item 2. Management's discussion and analysis of financial condition and results of operations ................................. 11 Part II Other Information Item 2. Changes in Securities ............................................ 15 Item 6. Exhibits And Reports on Form 8-K ................................. 15 Signatures ................................................................ 16
Part I. Item 1. Financial Statements Delta-Omega Technologies, Inc. Consolidated Balance Sheet (Unaudited) ASSETS ------ November 30, 2000 ------------ Current Assets Accounts and notes receivable Trade, net of allowance for losses 130,544 Accounts receivable-factored 22,194 Other 257 Inventories 160,865 Prepaid expenses 11,851 ------------ Total current assets 325,711 Property and equipment, net of accumulated depreciation 99,785 Intangible assets, net of accumulated amortization 89,069 Other assets 11,845 ------------ Total assets $ 526,410 ============ LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Current Liabilities Bank overdraft 11,286 Accounts payable 300,928 Customer prepayments 48,046 Note payable-board of director loans 416,000 Current maturities of long-term debt and leases 188,077 Advance from factor 55,040 Other current and accrued liabilities 149,101 ------------ Total current liabilities 1,168,478 Long-term debt and leases, net of current maturities 42,514 Shareholders' equity: Convertible, 7 percent cumulative, non-participating preferred stock, $.001 par value, shares authorized, 40,000,000; issued and outstanding 1,335,000 series B, 2,396,667 series C 3,692 Common stock, $.001 par value, shares authorized, 100,000,000; issued and outstanding 17,508,120 17,191 Common stock subscribed 1,556 Additional paid-in capital 12,282,985 Retained deficit (12,990,006) ------------ Total shareholders' equity (684,582) ------------ Total liabilities and shareholders' equity $ 526,410 ============ See accompanying notes to consolidated financial statements. 2
Delta-Omega Technologies, Inc. Consolidated Statements of Operations (Unaudited) Three Months Ended November 30 ----------------------------- 2000 1999 ------------ ------------ Net sales and gross revenues Net product sales $ 195,849 $ 266,623 Cost of sales and revenues 134,784 214,181 ------------ ------------ Gross profit 61,065 52,442 Cost and expenses Selling, general and administrative 114,663 186,627 Research and development 20,093 28,767 ------------ ------------ Operating Loss (73,691) (162,952) Other operating income, net 2,441 15,895 Interest expense (31,815) (46,744) ------------ ------------ Net loss available to common shareholders $ (103,065) $ (193,801) ============ ============ Weighted average shares outstanding 18,747,210 15,918,319 ============ ============ Net loss per common share $ (.01) $ (.01) ============ ============ See accompanying notes to consolidated financial statements. 3 Delta-Omega Technologies, Inc. Consolidated Statements of Cash Flows (Unaudited) Three Months Ended November 30, ---------------------- 2000 1999 --------- --------- Net cash used in operating activities $ (70,934) $ (89,836) Cash flows from investing activities: Property acquisitions 0 (34,653) Proceeds from sale of property and equipment 0 700 --------- --------- Net cash flows used in investing activities 0 (33,953) Cash flows from financing activities: Bank overdraft 9,405 Principal payments on long-term debt and capital leases (9,750) (5,388) Re payments on borrowings (5,021) (20,000) Proceeds from factoring 0 84,357 Proceeds from borrowing 76,300 64,044 --------- --------- Net cash flows provided by (used in) financing activities 70,934 123,013 Net increase (decrease) in cash and equivalents 0 (776) Cash and equivalents, beginning of period 0 4,858 --------- --------- Cash and equivalents, end of period $ 0 $ 4,082 ========= ========= See accompanying notes to consolidated financial statements. 4 Delta-Omega Technologies, Inc. Notes to Consolidated Financial Statements November 30, 2000 Note A: Basis of presentation - ----------------------------- The financial statements presented herein include the accounts of Delta-Omega Technologies, Inc. and Delta-Omega Technologies, Ltd. Intercompany balances and transactions have been eliminated in consolidation. The financial statements presented herein have been prepared by the Company in accordance with the accounting policies in its annual 10-KSB report for the year ended August 31, 2000 and should be read in conjunction with the notes thereto. Results of operations for the interim periods are not necessarily indicative of results of operations which will be realized for the fiscal year ending August 31, 2001. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary for a fair presentation of operating results for the interim periods presented have been made. Interim financial data presented herein are unaudited. Since the Company commenced operations, it has incurred recurring losses and negative cash flows from operations. The Company does not have sufficient working capital available as of November 30, 2000, to maintain operations at their current levels. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon obtaining additional capital investments or generation of adequate sales revenue and profitability from operations. To obtain additional capital, the Company commenced a private offering in March 2000 to raise approximately $550,000 solely to accredited and sophisticated investors. The Company closed this offering in December 2000. Funds related to this offering totaling $248,900 were received by the Company. For immediate cash requirements, the Company negotiated a 120 day convertible loan note totaling $100,000 with one of its emergency response customers. The loan note is convertible at the option of the holder into common stock of the Company, at an initial conversion rate of one share of common stock for each sixteen cents loaned or the closing bid price of the Company's stock on the date the Company receives notice of conversion, but in no case less than six cents (.06) per share. The outstanding balance of 5 the loan note is due on or before February 15, 2001 plus interest at .03333% per day on the weighted average outstanding balance. As of November 30, 2000, $58,225 had been advanced to the Company under this note agreement. The Company also negotiated an additional short term promissory note totaling $15,000 from a member of the board of directors. The short term promissory note bears an interest rate of 9.25% per annum and is due in full plus accrued interest on or before March 13, 2001. The Company is currently in the process of raising $250,000 with a Convertible Note Offering offered solely to accredited and sophisticated investors. The Note Holder has the option to convert the note offering for one share of the Company's common stock for each $.05 principal and accrued interest, 12% per annum, prior to the repayment in full by the Company of the principal and interest of the Note. The Convertible Note outstanding principal and interest accrued is due on or before June 15, 2001. As of November 30, 2000, no money had been borrowed by the Company under this note offering. The Company also has the option to sell 1 million common shares at an undetermined price per share to obtain additional capital. These shares are remaining from 2 million shares authorized for sale to accredited and sophisticated investors by the Company's board of directors in January 1998. Note B: Related party transactions - ---------------------------------- During fiscal year 1999, the Company negotiated nine (9) promissory notes totaling $270,000 with related parties, of which $225,000 were with members of the board of directors, in order to maintain its current level of operations. Each promissory note bears an interest rate of 8.25% per annum. These notes are short-term and were due during the fiscal year 1999. Extensions were negotiated on these notes which are included as current liabilities in the balance sheet. During fiscal year 2000, the Company negotiated six additional short term promissory notes totaling $224,000 with related parties. One note totaling $15,000 bears an interest rate of 9.25% per annum and was paid in full plus interest in the second quarter of fiscal year 2000. Three of the six short term promissory notes totaling $50,000 each bear interest rates of 8.25% per annum and were due on or before April 30, 2000. Any amount of principal & interest not paid when these three notes were due will accrue interest at the rate of 12 percent per annum until paid. Attached to each of the these three notes is a warrant agreement granting the holder warrants to purchase 50,000 shares of common stock at an exercise price of $.15 per share. The two remaining 90 day promissory notes totaling $59,000 bear interest rates of 8.25% per annum. 6 In the current quarter, the Company negotiated an additional short term promissory note totaling $15,000 from a member of the board of directors. The short term promissory note bears an interest rate of 9.25% per annum and is due in full plus accrued interest on or before March 13, 2001. Related party notes payable totaled $416,000 as of November 30, 2000 and are reflected in the current liability section of the accompanying consolidated balance sheet. The Company expects to repay these loans with funds generated from continuing operations or proceeds from the sale of common stock previously authorized by the board of directors; however these directors may elect to convert the debt into equity. Note C: Accounts and notes receivable - ------------------------------------- In February 1999, the Company entered into a factoring agreement with Texas Capital Funding, Inc. ("TCF"). The Company agreed to sell, assign, transfer, convey and deliver submitted accounts receivable with recourse to TCF and TCF agreed to purchase and accept delivery from the Company. TCF agreed to transfer funds to the Company equal to 80% of the invoice amount submitted. The remaining 20% is retained by TCF until the submitted invoices are collected in full. Fees for the service rendered by TCF are based upon the collection period of each submitted invoice. Based upon the collection of submitted accounts receivable, fees incurred averaged between 3% and 20% of the invoiced amount with an average of 5% as of November 30, 2000. Fees incurred are classified as interest expense and reflected in the consolidated statements of operations. Interest expense related to the factoring of accounts receivable for the current fiscal quarter totaled $16,802. Repayment of any advances is guaranteed by two (2) members of the Company's board of directors. Accounts and Notes Receivable at the end of November 30, 2000 consists of the following: Accounts Receivable, Trade $ 140,544 Accounts Receivable, Factored 22,194 Allowance for Doubtful Accounts (10,000) --------- Total $ 152,738 ========= 7 Note D: Shareholders' Equity - ---------------------------- During fiscal year 2000, the Company's board of directors authorized selling 3,437,500 shares of the Company's common stock at a price of $.16 per share through a Private Placement Memorandum offered solely to accredited and sophisticated investors. In March and April 2000, the Company sold 1,555,625 of the authorized 3,437,500 shares of common stock offered through the Private Placement Memorandum. The Company closed this offering in December 2000. Also during fiscal year 2000, the board of directors authorized the issuance of 20,558 shares of common stock at a price of $.46 per share and 13,618 shares of common stock at a price of $.24 per share. The common stock was issued to Wellesley Capital Group, Inc. as remuneration for expenses incurred during fund raising efforts for the period January 1998 through September 1999. In the current quarter, the Company's board of directors authorized extending the expiration date for an additional three (3) years for 831,500 stock options granted with exercise prices ranging from $.34 - $2.00 per share and a warrant to purchase 600,000 shares of common stock at an exercise price of $2.00 per share as per agreements. The Company's board of directors also granted options to purchase 100,000 shares of common stock at an exercise price of $1.00 per share to J.P. Soma, Ph.D. as part of the Company's 1991 Plan, Employee Incentive Stock Option Plan, for services rendered. The Company also negotiated a 120 day convertible loan note with one its emergency response customers totaling $100,000. The outstanding principal plus accrued interest is convertible, on or before February 15, 2001, at the option of the holder into common stock of the Company, at an initial conversion rate of one share of common stock for each sixteen cents loaned or the closing bid price of the Company's common stock on the date that the Company receives notice of conversion, but in no case less than six cents (.06) per share. As of November 30, 2000, $58,225 had been advanced to the Company under this note agreement. Note E: Disclosures about Reportable Segments - --------------------------------------------- Delta-Omega Technologies, Ltd. has three reportable segments: solvents and cleaners, firefighting and spill response and oilfield. The solvents and cleaners division produce products to serve the aviation market and institutional and industrial markets. The firefighting and spill response division produce U.L. listed fire foam products that are non-toxic, non-hazardous and non-reportable. The oilfield division produces products that cater to the needs of the oil and gas industry. 8 The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Delta-Omega Technologies evaluates performance based on profit or loss from operations before income taxes and interest expense not including nonrecurring gains and losses. Delta-Omega Technologies' reportable segments are business units that offer different products. Each reportable segment is allocated a percentage of administrative costs not attributable to a particular segment according to the percentage of gallons sold by the segment. The reportable segments are managed separately because each business unit requires different technology and marketing strategies. Delta-Omega Technologies, Inc. Disclosure of Reported Segment Profit or Loss, and Segmented Assets Three Month Period Ended November 30, 2000 Solvents & Firefighting & *All Cleaners Spill Response Oilfield Other -------- -------------- -------- ----- Revenues from external Customers $ 95,059 $ 64,785 $ 36,005 $ -- Intersegment revenues -- -- -- -- Interest & Royalty Rev 2,441 -- -- -- Interest expense -- -- -- 31,815 Depreciation and Amortization 2,682 2,367 10,729 124 Segment Profit (8,697) (7,673) (34,787) (51,908) Segment Assets -- -- -- 526,410 Expenditures for segment Assets -- -- -- -- 9 Delta-Omega Technologies, Inc. Disclosure of Reported Segment Profit or Loss, and Segmented Assets Three Month Period Ended November 30, 1999 Solvents & Firefighting & *All Cleaners Spill Response Oilfield Other -------- -------------- -------- ----- Revenues from external Customers $ 148,888 $ 90,799 $ 26,936 $ -- Intersegment revenues -- -- -- -- Interest & Royalty Rev 15,029 -- -- 866 Interest expense -- -- -- 46,744 Depreciation and Amortization 6,760 4,104 1,207 6,584 Segment Profit (66,004) (40,074) (11,786) (75,937) Segment Assets -- -- -- 833,015 Expenditures for segment Assets -- -- -- 34,653 Delta-Omega Technologies, Inc. Reconciliations of Reportable Segment Revenues Profit or Loss, and Assets November 30, November 30, 2000 1999 --------- --------- Revenues - -------- Total revenues for reportable segments $ 195,849 $ 266,623 ========= ========= Profit or Loss - -------------- Total profit or loss for reportable segments ($ 51,157) ($117,864) Other profit or loss (51,908) (75,937) --------- --------- Income before income taxes and extraordinary items ($103,065) ($193,801) ========= ========= Assets - ------ Other assets $ 526,410 $ 833,015 Total assets for reportable segments -- --------- --------- Consolidated total $ 526,410 $ 833,015 ========= ========= Other significant Items - ----------------------- Research and Development Expenses $ 19,969 $ 22,183 Depreciation Expense-R&D Equipment 124 6,584 10 *Research and Development expenses not directly accounted for in the totals of a specific reporting segment is included in the classification "All Other" for the three month period ended November 30, 2000 and 1999. Delta-Omega Technologies, Inc. - Disclosures of Geographic Information and Major Customers - -------------------------------------------------------------------------------- Products sales for each reportable segment are concentrated in the continental United States. Revenues from the Company's SafeScience product line represents approximately thirty-one percent (31%) of the Company's total consolidated revenues for the three month period ended November 30, 1999. Item 2. Management's discussion and analysis of financial condition and results of operations This Quarterly Report on Form 10-QSB includes certain statements that may be deemed to be "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this Form 10-QSB that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future, including such matters as future capital, research and development expenditures (including the amount and nature thereof), repayment of debt, business strategies, expansion and growth to the Company's operations and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, including general economic and business opportunities (or lack thereof) that may be presented to and pursued by the Company, changes in laws or regulations and other factors, many of which are beyond the control of the Company. Readers are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. 11 RESULTS OF OPERATIONS - --------------------- Net sales for the first quarter of Fiscal 2001 decreased $70,774 or 3% when compared to the same quarter in the prior year. The decrease in net sales was due primarily to the decrease in sales of the Company's consumer line of products to SafeScience. During the second quarter of fiscal year 1999, the demands for the SafeScience consumer line of products exceeded the Company's plant capacity; therefore, blending of these products was outsourced to a third party manufacturer. As remuneration for the rights to access these product formulations for third parties to manufacture large volumes of finished goods for resale, the Company is granted a royalty based upon net sales generated by this product line. Also during this period, sales from the solvent and cleaners decreased $53,829 or 37% due to the decreased sales of the Company's consumer line of products manufactured for SafeScience. Emergency response product sales in the current quarter decreased $26,014 or 29% while oilfield product sales remained relatively constant when compared to the same period of the prior fiscal year. Cost of sales for the current quarter ended decreased $80,024 or 37% when compared to the same period in Fiscal 2000. As a percentage of sales, cost of sales decreased from 80% to 69%. The decrease in cost of sales as a percentage of sales during the current period was attributable to the majority of net sales being generated from high gross margin products, the emergency response products. Management expects as sales continue to increase, cost of sales as a percentage of sales will decrease as the estimated plant capacity is reached. Operating expenses for the first quarter decreased $71,964 or 39% when compared to the same period in the prior fiscal year. The decrease was due to the decrease in salaries expense associated with the stringent cuts implemented by management. Net other operating income for the current quarter was $2,441, a decrease of $13,454 when compared with the same period in the prior year. Net other operating income for the current period consists primarily of royalty income generated from the Company's consumer line of products produced for SafeScience. Interest expense was $31,815 for the current quarter as compared to $46,744 for the same period in the prior year. The decrease is due to the discontinuation of factoring selected accounts receivable. 12 LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Company considers cash and cash equivalents as its principal measure of liquidity. At November 30, 2000, the Company had an overdraft cash balance of $11,286. The Company's primary cash requirements are for operating expenses, particularly Research and Development expenses, raw material purchases and capital expenditures. Since the Company commenced operations, it has incurred recurring losses and negative cash flows from operations. The Company does not have sufficient working capital available as of November 30, 2000, to maintain operations at their current levels. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon obtaining additional capital investments or generation of adequate sales revenue and profitability from operations. To obtain additional capital, the Company commenced a private offering in March 2000 to raise approximately $550,000 solely to accredited and sophisticated investors. The Company closed this offering in December 2000. Funds related to this offering totaling $248,900 were received by the Company. For immediate cash requirements, the Company negotiated a 120 day convertible loan note totaling $100,000 with one of its emergency response customers. The loan note is convertible at the option of the holder into common stock of the Company, at an initial conversion rate of one share of common stock for each sixteen cents loaned or the closing bid price of the Company's stock on the date the Company receives notice of conversion, but in no case less than six cents (.06) per share. The outstanding balance of the loan note is due on or before February 15, 2001 plus interest at .03333% per day on the weighted average outstanding balance. As of November 30, 2000, $58,225 had been advanced to the Company under this note agreement. The Company also negotiated an additional short term promissory note totaling $15,000 from a member of the board of directors. The short term promissory note bears an interest rate of 9.25% per annum and is due in full plus accrued interest on or before March 13, 2001. The Company is currently in the process of raising $250,000 with a Convertible Note Offering offered solely to accredited and sophisticated investors. The Note Holder has the option to convert the note offering for one share of the Company's common stock for each $.05 principal and accrued interest, 12% per annum, prior to the repayment in full by the Company of the principal and interest of the Note. The Convertible Note outstanding principal and interest accrued is due on or before June 15, 2001. As of November 30, 2000, no money had been borrowed by the Company under this note agreement. 13 The Company also has the option to sell 1 million common shares at an undetermined price per share to obtain additional capital. These shares are remaining from 2 million shares authorized for sale to accredited and sophisticated investors by the Company's board of directors in January 1998. The Company's current acquisition of six (6) additional UL listings for its fire foam products gives the Company an opportunity to gain a significant market share in the municipal fire sector and airport fire fighting markets. The Company also developed a Class "A" foam used for extinguishing wildland and structural fires. The Company plans to obtain approval for use in the forestry service market. Sales of the firefighting foams are expected to increases over the next quarter as the Company markets emergency response products internationally and to the petroleum sectors. In July 1999, the Company had been contracted to furnish products to a corporation, SafeScience, Inc., that had entered the Industrial and Institutional and household goods markets. The SafeScience product line encompasses over twenty (20) products for use in both marketplaces. Since inception (May 1998 through November 2000), net sales generated as a result of this contract total $479,675. On September 1, 1999, the Company and SafeScience entered into an exclusive License Agreement concerning certain proprietary formulations for the household goods market developed by the Company and produced exclusively for SafeScience. Terms of the License Agreement provide for SafeScience to provide confidential access to these formulations to third party manufacturers for the purpose of manufacturing large volumes of finished goods for resale. This arrangement allows SafeScience to outsource much greater product blending capacities than the Company can provide with its existing facilities. A provision of the License Agreement grants a royalty to the Company based upon net sales of SafeScience products. Royalties to date (September 1999 through November 2000) as a result of the License Agreement total $36,221. On January 5, 2001 the Company and SafeScience entered into an agreement concerning the sale of certain proprietary formulations for the household goods market developed by the Company and produced exclusively for SafeScience. The agreement grants all rights, title and interest to certain consumer cleaning formulas and all instructions, procedures, know-how and other information necessary for the manufacture thereof to SafeScience, Inc. In return for these formulas, SafeScience, Inc paid $100,000 in cash to the Company, forgave the $150,000 promissory note to SafeScience dated May 14, 1999, will pay royalties quarterly of 2% of net sales for all products produced from the SafeScience Consumer Cleaning Formulas for four (4) years from the date of inception and issued to the Company $200,000 worth of its common stock based on the closing price of SafeScience's common stock on January 5, 2001. The agreement also grants the Company the right to lease certain bottling equipment, owned by SafeScience and located in the Company's facility, for a period of five (5) years. As part of the agreement, the Company will grant to SafeScience, Inc. 100,000 shares of its common stock. 14 Management believes that the sources of funds and anticipated increases in sales volume discussed above will enable the Company to sustain its current operations and meet its short term obligations in fiscal 2001. As sales volumes of the Company's fire foam product line and industrial chemicals increase, the Company expects cash flow from operations in fiscal 2001 to improve, although no assurances can be made. The Company has no unused credit facilities at this time. Part II Other Information Part II. Item 6.Exhibits And Reports On Form 8-K a) Exhibits 10.1 Product Formula Agreement dated January 5, 2001 by and between SafeScience, Inc. and Delta-Omega Technologies, Inc. b) Reports on Form 8-K None 15 SIGNATURES The financial information furnished herein has not been audited by an independent accountant; however, in the opinion of management, all adjustments (only consisting of normal recurring accruals) necessary for a fair presentation of the results of operations for the three months ended November 30, 2000 and November 30, 1999 have been included. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Delta-Omega Technologies, Inc. (Registrant) /s/ James V. Janes, III ----------------------- James V. Janes III President (Principal Officer) /s/ Marian A. Bourque --------------------- Marian A. Bourque Chief Accounting Officer Date: February 22, 2000 16 EX-10.1 2 0002.txt PRODUCT FORMULA AGREEMENT PRODUCT FORMULA AGREEMENT PRODUCT FORMULA AGREEMENT, dated as of this 5th day of January, 2001 by and between SafeScience, Inc., a Nevada corporation with its offices in Boston, MA ("SafeScience") and Delta-Omega Technologies, Inc., a Colorado corporation (the "Company") with its offices in Broussard, LA. WHEREAS, the Company has developed certain proprietary formulations for cleaning products; and WHEREAS, SafeScience is interested in acquiring title to certain of these formulations and acquiring certain first refusal rights to certain other of these formulations from the Company; and WHEREAS, SafeScience is willing to make payments to the Company in consideration of its transfer of the formulations being acquired and its grant of certain first refusal rights hereunder to other formulations; and WHEREAS, the Company is willing to grant to SafeScience title to certain formulations and to grant certain first refusal rights as set forth herein. NOW THEREFORE, in consideration of the foregoing, the parties agree as follows: 1. Transfer of Existing SafeScience Consumer Cleaning Formulas. (a) The Company hereby grants all its rights, title and interest to the consumer cleaning formulas listed on Exhibit A, and all instructions, procedures, know-how and other information necessary for the manufacture thereof (collectively, the "SafeScience Consumer Cleaning Formulas") to SafeScience, including all modifications, enhancements and improvements thereto to date. (b) So long as SafeScience is not in violation of its royalty payment obligations under paragraph 2(b), the Company shall not produce, create or license to or for itself or any third party any formulation for any cleaning product that is sold competitively with the cleaning products produced from the SafeScience Consumer Cleaning Formulas as listed on Exhibit A. 2. Payments by SafeScience. SafeScience shall make the following payments to the Company: (a) $50,000 on the date hereof $50,000 on April 1, 2001 (b) 2% of net sales for all products produced from the SafeScience Consumer Cleaning Formulas from the date hereof through January __, 2005. Such payments shall be made on a quarterly basis within 30 days of the end of each calendar quarter. Net sales are defined as gross sales actually invoiced less returns, cash discounts and necessary trade allowance and less separately invoiced amounts such as taxes, shipping and insurance. (c) The parties agree that the payments due under Section 2(b) above shall be initially offset by the amounts due to SafeScience by the Company pursuant to the purchase order #s 42848, 42849, 42818, 42816, 42830, 42840, 42838, 42834, 42832, 42836, 42841, 42814, 42819, 9789, 42817, 9960 and 42843 for S.S. 3000 dated from August 10, 2000 through October 27, 2000. 3. Rights to SafeScience Industrial Products. The Company grants SafeScience the first right, prior to all other third parties, to negotiate an exclusive worldwide license to make, manufacture, sell and distribute each of the industrial cleaning products developed specifically for SafeScience listed in Exhibit B (collectively, the "SafeScience Industrial Products") on substantially similar terms as the draft Exclusive Supply and License Agreement dated January 27, 2000 attached as Exhibit C. SafeScience's first right to negotiate an exclusive worldwide license shall not be subject to the receipt by the Company of any offer to license the SafeScience Industrial Products. If the Company receives an offer to license all or some of the SafeScience Industrial Products it shall promptly notify SafeScience and negotiate in good faith to license such SafeScience Industrial Products to SafeScience on substantially similar terms as the draft Exclusive Supply and License Agreement dated January 27, 2000, except for pricing which shall meet the new offer. 4. Forgiveness of Loan. SafeScience hereby agrees to forgive the outstanding principal balance and interest due thereon of the Company's promissory note to SafeScience dated May 14, 1999. 5. New Consumer Formulas. (a) If the Company creates or produces any formulas for new consumer cleaning products requested by SafeScience and agreed upon by the Company, after the date hereof ("New Consumer Formulas") the Company shall license the New Consumer Formulas to SafeScience on substantially similar terms, including exclusivity, term and license fee, as the Exclusive License Agreement between the Company and SafeScience dated September 15, 1999. (b) SafeScience shall have the option to purchase the New Consumer Formulas for the initial purchase price for each New Consumer Formula of $20,000, payable in advance plus 2% of net sales for all products produced from such New Consumer Formula for a period of four (4) years from the date of purchase of such New Consumer Formula (the "New Consumer Formula Purchase Price"), and such New Consumer Formula shall be considered a SafeScience Consumer Cleaning Formula for the purpose of this Product Formula Agreement. The initial base price of $20,000 shall be increased each year based on the consumer Price Index as published in the Wall Street Journal on the date nearest the anniversary of this agreement. Net sales shall have the same definition as in Section 2(b) hereof. SafeScience shall exercise its option to purchase any or all New Consumer Formulas by delivering written notice to the Company. SafeScience and the Company shall negotiate in good faith and complete the purchase of such New Consumer Formulas within forty-five (45) days of SafeScience's notice to exercise its option. 2 (c) The Company can request SafeScience to exercise its option to purchase a New Consumer Formula pursuant to section 5(b) by giving written notice of the Company's intent to find a potential third party buyer of a New Consumer Formula. If SafeScience does not notify the Company of its intent to exercise its option pursuant to Section 5(b) within 10 (ten) business days of receipt of the Company's request, then the Company may seek to sell the New Consumer Formula pursuant to this Section 5(c) notwithstanding paragraph 1(b). In the event the Company seeks to sell any New Consumer Formula, the Company shall notify SafeScience in writing of the terms of such sale at least thirty (30) calendar days prior to the date of such sale (the "Offer Notice"). Upon receipt of the Offer Notice, SafeScience shall have twenty (20) days to exercise a right of first refusal to enter into an agreement to purchase all or some of the New Consumer Formulas covered by the Offer Notice for the greater of the New Consumer Formula Purchase Price or the amount offered by any third party prior to the offer notice. If SafeScience fails to notify the Company in writing within said twenty (20) day period of its election to exercise its right of first refusal, SafeScience shall be deemed to have waived all such rights and the Company may conclude the sale to a third party notwithstanding paragraph 1(b). If SafeScience does not exercise its right of first refusal, the Company may enter into such sale only on the terms (including the date) described in, and with the party identified in, the Offer Notice. If the Company has not entered into such sale pursuant to the Offer Notice within ninety (90) days after the Offer Notice, then the restrictions provided by this Section 5 shall again become effective. 6. Improvements to Products. (a) The Company shall make such modifications, adjustments, enhancements and/or improvements (collectively "Improvements") to the SafeScience Consumer Cleaning Formulas as requested by SafeScience. SafeScience shall have all right, title and interest to any such Improvements to the SafeScience Consumer Cleaning Formulas. SafeScience shall pay the Company all reasonable expenses incurred by the Company on a time and materials basis in connection with Improvements to the SafeScience Consumer Cleaning Formulas. Prior to beginning any Improvements to the SafeScience Consumer Cleaning Formulas, the Company shall provide an estimate to SafeScience of its time and material costs in connection with Improvements to the SafeScience Consumer Cleaning Formulas. (b) The Company may continue to develop Improvements to the SafeScience Industrial Products. Any Improvements on SafeScience Industrial Products shall also be considered SafeScience Industrial Products for the purposes of this Agreement and shall be subject to all provisions hereof. 7. Rights Regarding Third Parties Manufacturers. The Company presently manufactures industrial cleaning products, other than the SafeScience Industrial Products, which are purchased from the Company by SafeScience and listed in 3 Exhibit D. The Company agrees to negotiate in good faith to grant SafeScience the right to have a third party manufacture such products if, as a result of the high volume of demand which exceeds the Company's production capacity for any such products, based on firm orders as verified by the Company, or quality control concerns with respect to any such product, SafeScience determines in good faith that the Company is unable to provide SafeScience with the necessary quantity or quality of such products. 8. Other Obligations. (a) The Company shall promptly grant to SafeScience 100,000 shares (the "DOTK Shares") of its common stock par value $.001. The Company shall file a registration statement covering the DOTK Shares within one hundred twenty (120) days of the date hereof. Thereafter, the Company shall use its best efforts to cause such registration statement to be declared effective by the 180th day after the date hereof. The Company shall keep such registration statement effective until SafeScience may sell the DOTK Shares without registration pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended ("Rule 144"). The Company may postpone the filing of any registration statement required pursuant to this Section 8(a) for a reasonable period of time, not to exceed sixty (60) days in the aggregate, and not more than once in any ninety (90) day period, if the Company has been advised by legal counsel in writing, with a copy to the undersigned upon their request, that such filing would require a special audit or the disclosure of a material impending transaction or other matter and the Board of Directors of the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. The Company shall pay all expenses incurred by the Company in connection with the registration, qualification and/or exemption of the DOTK Shares, including any SEC and state securities law registration in the state of Massachusetts, or other states where registration is required by law, and filing fees, printing expenses, fees and disbursements of the Company's counsel and accountants, transfer agents' and registrars' fees, fees and disbursements of experts used by the Company in connection with such registration, qualification and/or exemption, and expenses incidental to any amendment or supplement to the registration statement or prospectuses contained therein. The Company shall not, however, be liable for any sales, broker's or underwriting commissions upon sale by the undersigned or other holder of any of the DOTK Shares. (b) SafeScience shall promptly grant to the Company such number of shares (the "SAFS Shares") of its common stock, par value $0.01 as shall have a value of $200,000 based on the Closing price of SafeScience's common stock on the date hereof. SafeScience shall file a registration statement covering the SAFS Shares within one hundred twenty (120) days of the date hereof. Thereafter, SafeScience shall use its best efforts to cause such registration statement to be declared effective by the 180th day after the date hereof. SafeScience shall keep such registration statement effective until the Company may sell the SAFS Shares without registration pursuant to Rule 144. 4 SafeScience may postpone the filing of any registration statement required pursuant to this Section 8(b) for a reasonable period of time, not to exceed sixty (60) days in the aggregate, and not more than once in any ninety (90) day period, if SafeScience has been advised by legal counsel in writing, with a copy to the undersigned upon their request, that such filing would require a special audit or the disclosure of a material impending transaction or other matter and the Board of Directors of SafeScience determines reasonably and in good faith that such disclosure would have a material adverse effect on SafeScience. SafeScience shall pay all expenses incurred by SafeScience in connection with the registration, qualification and/or exemption of the SAFS Shares, including any SEC and state securities law registration in the State of Louisiana, or other states where registration is required by law, and filing fees, printing expenses, fees and disbursements of SafeScience's counsel and accountants, transfer agents' and registrars' fees, fees and disbursements of experts used by SafeScience in connection with such registration, qualification and/or exemption, and expenses incidental to any amendment or supplement to the registration statement or prospectuses contained therein. SafeScience shall not, however, be liable for any sales, broker's or underwriting commissions upon sale by the undersigned or other holder of any of the SAFS Shares. 9. Right to Audit. SafeScience shall at all times through and until January 5, 2005 keep true and correct books of account and maintain documents (including where appropriate documents produced by third party manufacturers and provided to SafeScience) which show the payments due pursuant to Section 2(b) to which the Company is entitled. The books of account and documentation shall be retained by SafeScience through and until January 5, 2007 and shall be open to inspection by an authorized representative of the Company, at the Company's expense. Such inspections shall be carried out no more than twice per year, during usual business hours of SafeScience by the Company or its assigns, successors or representatives upon five (5) business days prior notice. In the event an audit by the Company determines that SafeScience has underpaid the payments due to the Company under Section 2(b) by more than 10% in any one-year period, the expenses of the audit shall forthwith be reimbursed by SafeScience to the Company. 10. Confidentiality and Non-Disclosure of Information. (a) As used in this Agreement, the term "Confidential Information" means confidential or proprietary technical or business information furnished by one party to the other party in connection with this Agreement, regardless of whether such information is in written, oral, electronic, or other tangible form. Such Confidential Information may include, without limitation, trade secrets, know-how, inventions, technical data or specifications, testing methods, business or financial information, research and development activities, product and marketing plans, and customer and supplier information. The SafeScience Consumer Cleaning Formulas shall be the Confidential Information of SafeScience and shall not be subject to exception (3) to Confidential Information contained in Section 10(b) below. 5 (b) Each party shall maintain the other party's Confidential Information in confidence and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing party and shall not use such Confidential Information other than in furtherance of this Agreement. The foregoing shall not apply to information that (1) is or hereafter becomes generally available to the public other than by reason of any default with respect to confidentiality under this Agreement; (2) is disclosed to such party by a third party who is not in default of any confidentiality obligation to the other party; (3) is developed by or on behalf of such party, without reliance on confidential information acquired from the other party; (4) is provided by such party under appropriate terms and conditions, including confidentiality provisions equivalent to those in this Agreement, to third parties for consulting, accounting, legal and similar purposes. (c) Each party shall limit access to the other party's Confidential Information to those of its directors, officers, agents, employees, consultants and advisors who have a need to know and who have been informed in writing of and agreed to be bound by the obligations of confidentiality imposed by this Agreement. Each party shall allow its directors, officers, agents, employees, consultants, and advisors to reproduce the Confidential Information only to the extent necessary to effect the purposes set forth in this Agreement, with all such reproductions being considered Confidential Information. The receiving party shall cause its directors, officers, agents, employees, consultants and advisors to keep in confidence the Confidential Information consistent with this Agreement and shall be responsible for any disclosures by such persons not permitted hereunder. (d) In the event a party shall be required to disclose any Confidential Information (a "Compelled Party"), it will give the other party prompt notice of such requirement so that the other party may seek a protective order or other appropriate remedy. Unless the requirement shall have been timely limited, quashed or extended, the Compelled Party shall thereafter be entitled to comply with such demand to the extent required by law. If requested by the other party, the Compelled Party shall cooperate (at the expense of the other party) in the defense of a demand. (e) In the event of any breach by a party or any of its agents of the provisions of this Section 10, the other party may, subject to the provisions of Section 16(c), immediately seek injunctive relief in any court of competent jurisdiction in addition to any other rights or remedies provided for herein. 11. Infringement. (a) In the event that the Company learns of any infringement or unauthorized use of the SafeScience Consumer Cleaning Formulas, it shall promptly notify SafeScience. SafeScience shall have the sole initial right to bring infringement actions or other similar proceedings against third parties in order to protect the SafeScience Consumer Cleaning Formulas. If requested to do so, the Company shall reasonably cooperate with SafeScience in any such action, including but not limited to joining the action as a party if necessary to maintain standing. 6 (b) If SafeScience determines not to take any such action, then the Company may take such action in its own name. SafeScience may cooperate with the Company or join such action at its sole discretion. In the event such an action taken by the Company is successful and the Company is not awarded all its costs and expenses (including attorney's fees) incurred in connection with the prosecution thereof, then SafeScience agrees to participate in and contribute to the costs and expenses of such prosecution in ratable proportion to the relative losses to the parties incurred as a result of the infringing conduct. The relative losses of the parties shall be determined based upon, in the case of SafeScience, SafeScience's estimated gross profits from the sales lost as a result of the infringement, and in the case of the Company, on the Section 2(b) fees that would have been payable on the sales lost as a result of the infringement. (c) Any award recovered by the Company or SafeScience in any action or proceeding commenced by it as under this Section 11 shall be divided between the parties as follows: first, to both parties of their respective, actual out-of-pocket costs (which amount shall be allocated pro rata if the amount recovered is less than the total amount of such costs); second, any amounts awarded in respect of lost sales or profits shall be allocated so as to approximate, to the best of the parties' ability, to the Company the portion thereof that represents the fees payable under Section 2(b) that would have been payable with respect to such lost sales or profits, and to SafeScience the balance of the amount so awarded. 12. Indemnification. (a) The Company agrees and covenants to hold harmless and indemnify and defend SafeScience, its subsidiaries, affiliates, officers, directors, employees, agents and assigns, from and against any suits, actions, claims, losses, demands, liabilities, costs and expenses of any kind, including costs and attorneys' fees for defending the same, which may arise or result from any claims of infringement by, or piracy of, the SafeScience Consumer Cleaning Formulas, except to the extent caused by SafeScience's (or any of SafeScience's agent's or third party manufacturer's) misuse, unauthorized modification of SafeScience Consumer Cleaning Formulas or mislabeling. (b) SafeScience agrees and covenants to hold harmless and indemnify and defend the Company, its subsidiaries, affiliates, officers, directors, employees, agents and assigns (each a "Company Indemnified Party"), from and against any suits, actions, claims, losses, demands, damages, liabilities, costs and expenses of any kind, including costs and attorneys' fees for defending the same, which may arise or result from SafeScience's use of the SafeScience Consumer Cleaning Formulas, to the extent SafeScience's or its agents' actions constitute breach of contract, negligence or willful misconduct toward a party other than a Company Indemnified Party. 13. Warranties. The Company represents and warrants to SafeScience that (i) it has all corporate power and authority to grant its right, title and interest in the SafeScience Consumer Cleaning Formula to SafeScience, (ii) the execution and delivery of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the Company's part, (iii) the SafeScience Consumer Cleaning Formulas do not constitute substantially all the assets of the Company, (iv) to its knowledge and belief the SafeScience Consumer Cleaning Formulas do not infringe or violate any intellectual property rights of any third party, and no third party has infringed upon the rights of the Company in the SafeScience Consumer Cleaning Formulas, and (v) it has full right and title to the SafeScience Consumer Cleaning Formulas. 7 14. Termination. (a) Notwithstanding anything otherwise contained in this Agreement, the Company shall have the right to terminate the rights granted to SafeScience hereunder (other than the Company's granting of its right, title and interest in the SafeScience Consumer Cleaning Formulas to SafeScience) upon thirty (30) days written notice to SafeScience (unless a longer period is set forth hereinbelow), if SafeScience fails or refuses to pay promptly any amount payable under Section 2 when and as same shall become due and payable, and such default shall continue for a period of thirty (30) days after written notice thereof has been given by the Company to SafeScience; provided, however, (1) if SafeScience, within said notice period, cures or otherwise terminates any of said events, said rights shall continue on in force as if said notice had not been given, or (2) if SafeScience, within said notice period, contests in good faith the veracity of any of said events, said rights shall continue on in force until such time as the veracity of said events shall be established by a final trier of fact, from which no further appeal may be taken in accordance with Section 16(c). (b) SafeScience may terminate this Agreement at any time, for any reason, upon thirty (30) days' notice thereof to the Company. 15. Effect of Termination. Upon the termination of this Agreement, all rights of SafeScience under Sections 3, 5, 6 and 7 shall cease forthwith and shall immediately be null and void and thereafter SafeScience shall cease using the SafeScience Industrial Products. Each party shall forthwith deliver to the other party all forms, procedures, documents, copies of formulations, and other Confidential Information of the other party. Section 2, 4, 8, 9, 10, 11, 12 and 13 shall survive any termination of this Agreement. 16. General Provisions. (a) Relationship of Parties. No partnership, joint venture, employment, agency or other relationship is formed, intended, or to be inferred under this Agreement. Neither party to this Agreement shall make or authorize any representation to the contrary. (b) Survival of Remedies. During and after the term of this Agreement, each party shall be entitled to all rights, remedies and protections available at law and in equity. The parties recognize that irreparable injury may result to its business and property if the other party breaches any of the terms of this Agreement, and each party agrees that if it engages in any act in violation of this Agreement, the other party shall be entitled, in addition to such other remedies and damages as may be available, to seek equitable relief including injunction prohibiting the breaching party from engaging in such act and specific performance. 8 (c) Disputes. Should a dispute arise relative to the terms or conditions of this Agreement, the parties shall, prior to commencing any litigation or similar proceeding, engage in non-binding mediation with a mediator mutually acceptable to the parties. In the event such mediation is unsuccessful in resolving the dispute, the parties shall submit the dispute to binding arbitration in Boston, Massachusetts pursuant to the rules then prevailing of the American Arbitration Association. Any award made through the arbitration shall be enforceable in any court of competent jurisdiction pursuant to uniform laws regarding arbitration and the award may include an award of attorney's fees and costs to the prevailing party. The foregoing arbitration clause shall not be deemed to limit the right of either party to seek immediate equitable relief, where permitted pursuant to applicable law or to the terms of this Agreement, in a court of competent jurisdiction pending the arbitration proceedings. (d) Waiver. The failure of either party to take any action under this Agreement, or the waiver of a breach of this Agreement, shall not affect that party's rights to require performance hereunder or constitute a waiver of any subsequent breach. (e) Notice. All notices required or permitted to be given or made under this Agreement must be made in writing and delivered by certified mail, return receipt requested. Mailed notices shall be addressed to the parties as their addresses appear below, except that in the event written notice of a change of address is made in accordance with this section, then such mailed notices shall be addressed to the party in question at such new address. If to Delta-Omega Technologies, Inc.: 119 Ida Road Broussard, LA 70518 Attn: James V. Janes, III Telephone: (318) 837-3011 Fax: (318) 837-3037 With copies to: Roger V. Davidson, Esq. Ballard Spahr Andrews & Ingersoll, LLP 1225 17th Street, Suite 2300 Denver, CO 80202-5596 Telephone: (303) 299-7307 Fax: (303) 296-3956 If to SafeScience, Inc.: 31 St. James Avenue Boston, MA 02116 Attn: Bradley J. Carver, President Telephone: (617) 422-0674 Fax: (617) 422-0675 9 With copies to: Cheryl Reicin, Esq. McDermott, Will & Emery 50 Rockefeller Plaza New York, NY Telephone: (212) 547-5400 Fax: (212) 547-5444 (f) Interpretation. This Agreement shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts. The headings herein are for reference only and shall not define or limit the provisions hereof. (g) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter addressed herein, and all prior and contemporaneous agreements, whether written or oral, as may relate to the same, are hereby superseded by this Agreement. (h) Modification. This Agreement may not be altered, modified, amended or changed, in whole or in part, except by a writing executed by the parties. (i) Successors. This Agreement shall be binding upon the parties and their permitted assigns, corporate successors and representatives. Neither party may assign this Agreement or its rights hereunder without the prior written consent of the other party which shall not be unreasonably withheld, provided such assignee agrees to assume the responsibilities and obligations of the assigning party hereunder. (j) Attorneys' Fees. In the event of any dispute which results in a suit or other legal proceeding to construe or enforce any provision of this Agreement or because of an alleged breach, default or misrepresentation in connection with any of the provisions of this Agreement, the parties agree that the prevailing party or parties (in addition to all other amounts and relied to with such party or parties may be entitled) shall be entitled to recover reasonable attorneys' fees and other costs incurred in any action or proceeding. (k) Previous Agreement. This Agreement shall be deemed to supersede the Exclusive License Agreement dated September 15, 1999 between SafeScience and the Company and the Supply and Distribution Agreement dated July 8, 1998 between SafeScience and the Company. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the date first above written. SAFESCIENCE, INC. DELTA-OMEGA TECHNOLOGIES, INC. By: By: - ------------------------------- ------------------------------- Title: Title: Co-Chief Executive Officer By: ------------------------------- Title: Co-Chief Executive Officer EXHIBIT A --------- SafeScience Consumer Cleaning Formulas -------------------------------------- Product Name SAFS Item Number - ------------ ---------------- All Purpose RTU 301 Kitchen Cleaner 308 Window/Glass Cleaner RTU 304 Floor Cleaner RTU 303 Shower Mist 305 Bathroom Cleaner RTU 310 Dishwash RTU 302 Laundry Detergent 309 Exterior Home & Window 307 Citrus Scent All Purpose 20024 All Purpose Mint 25003 EXHIBIT B --------- SafeScience Industrial Products ------------------------------- Product Name SAFS Item Number - ------------ ---------------- Oven/Grill Heavy Duty Cleaner 315 Window/Glass Cleaner Concentrate 314 Window/Glass Cleaner RTU 314 All Purpose Cleaner Concentrate 310 All Purpose Cleaner RTU 310 Floor Cleaner Concentrate 313 Stain Remover 318 Liquid Laundry 319 Bathroom Cleaner Concentrate 317 Bathroom Cleaner RTU 317 Exterior Window/Glass Cleaner 320 EXHIBIT C --------- Draft Exclusive Supply and License Agreement -------------------------------------------- EXHIBIT D --------- Other Industrial Products ------------------------- Product Name SAFS Item Number - ------------ ---------------- Carpet Shampoo 316 Concrete Cleaner 326 Multi-Clean Super Concentrate 323 Aircraft Wash HD 325 Aircraft Wash 324 Wash n' Wax Concentrated Liquid 321 Defoamer DF-100 D-Limonene (OCY Industrial Clean SS2000 Intermediate (Glyco Ether) SS3000 HazClean EFFF SS3100 -----END PRIVACY-ENHANCED MESSAGE-----