Exhibit 2.
June 14, 2005
Maple Industries and Associates
2 nd Fl, Sanghvi Sadan
Goregaon, East
Mumbai 400063, India
This letter agreement represents the basis of
the formation of a joint venture in India by Alpha ProTech
Engineered Products, Inc. and Maple Industries and
Associates.
1. The joint venture is in the form of an
India Incorporated Company under the name of Harmony Plastics
Private Limited which is to be owned on a 50/50 basis by Alpha
ProTech Engineered Products, Inc. and Maple Industries and
Associates.
2. Harmony Plastics Private Limited is to
manufacture High Density Polyethylene / Polypropylene woven fabrics
and tape for Alpha ProTech Engineered Products, Inc. but is also
able to manufacture for any other company.
3. The joint venture is to be financed as
follows:
• Each company is to contribute
$350,000US in the form of $58,000US Share Capital and $292,000US
Share Premium for a combined total of $700,000US.
• Maple Industries and
Associates is to arrange a bank loan of $1,650,000US totally
guaranteed by them and not by Alpha ProTech Engineered Products,
Inc. The bank loan is to be repaid monthly over a maximum of a six
year term. Earlier payments can be made without penalty. The
lending bank will have first and exclusive charge over the present
and future assets of Harmony Plastics Private Limited in accordance
with India laws. Repayment of the term loan will take precedence
over the advance repayment of Alpha ProTech i.e. loan from Alpha
ProTech will be subordinated to the bank loan
4. In addition Alpha ProTech Engineered
Products, Inc. is to advance $1,000,000 for the purchase of
material. This advance is non interest bearing and $500,000 is to
be repaid monthly over a six year term commencing on the thirteenth
month a
