March 20, 2009
BioNeutral Group Inc.
211 Warren Street
Newark, NJ 07103
Re: LETTER OF INTENT
To Whom It May Concern:
The purpose of this Letter of Intent (“Letter”) is to set forth certain non-binding understandings and
certain binding commitments between BioNeutral Group Inc. of 211 Warren Street, Newark, NJ 07103
(“Buyer”), of certain assets which are currently owned by Orient Arts Inc. of 140 Grand Ave, Carlstadt, NJ
07072 (“Seller”) (each a “Party” and collectively the “Parties”), with the exception of any inventory now existing
or produced or acquired hereafter in the ordinary course of business and disposed of to unrelated third persons,
on the general terms and conditions set forth below (the “Proposed Transaction”).
The final terms and conditions of the Proposed Transaction shall be set forth in a formal written
agreement to be mutually agreed upon and executed by the Parties (the “Agreement”). The purpose of this
Letter is to set forth a framework and time frame in which the Parties may negotiate and determine the terms of
1. Assets Covered; Proposed Purchase Price .
The assets to be purchased by the Buyer are, All assets of the seller including that of any of its
subsidiaries. (the “Assets”), for a proposed purchase price of One Million [1,000,000] restricted shares of
BioNeutral Group Inc. common stock trading on OTC/BB under stock symbol “BONU” plus all reasonable
accounting and attorney’s fees paid by the seller specific to this transaction. (the “Proposed Purchase Price”).
2. Closing Date .
The Parties shall endeavor to complete the Proposed Transaction on or beforeMay 23, 2009 or on such
other date as the Parties mutually agree in writing (“Closing Date”).
3. Delivery of Assets .
Unless otherwise agreed in the Agreement, on the Closing Date, Seller shall make the Assets available to
Buyer at Seller’s regular place of business or at such other location