LETTEROF INTENT

BETWEEN:  

MACKENZIE TAYLOR MINERALS, INC., a Nevada corporation having an office at Suite 904 – 228 26th Avenue S.W., Calgary, Alberta, Canada

ABTECH INDUSTRIES, INC., a Delaware corporation having an office at 4110 N. Scottsdale Road, Suite 235, Scottsdale, Arizona, U.S.A.

Except for the provisions in Paragraphs 7-14, this proposal is expressly intended to be non-binding and subject to the satisfactory completion of due diligence and the negotiation of a mutually acceptable definitive agreement between the Company and ABTECH with regard to this transaction.

The Company and ABTECH agree that they will use their commercially reasonable efforts to enter into a definitive agreement containing substantially the same terms and provisions as set forth in Paragraphs 3-6 of this LOI within twenty one (21) days from the date of execution of this LOI (the “Definitive Agreement”).

Upon the satisfaction of the conditions set forth herein and in the Definitive Agreement, the Company will acquire all of the issued and outstanding capital stock of ABTECH (through a reverse merger of ABTECH into a subsidiary of the Company or other mutually acceptable mechanism) in exchange for the issuance to ABTECH shareholders of 46,000,000 shares of common stock of the Company  (the “Exchange”).  Upon Closing, ABTECH shall become a wholly-owned subsidiary of the Company and ABTECH shareholders shall own approximately 78% of the outstanding shares of the Company on a post-Closing basis.

The closing of the Exchange (the “Closing”) shall occur on or before ninety (90) days from the date on which ABTECH completes the audit of its financial statements as required to be filed by the Company upon the Closing in accordance with the Securities Exchange Act of 1934, as amended, and ABTECH receiving no less than an aggregate of $3,000,000 in financing from the Company.  Immediately after the Closing, the Company will have 59,000,000 shares issued and outstanding.

At Closing, the Board of Directors of the Company shall be comprised of nine (9) directors. On or prior to the Closing, the Board of Directors of the Company shall appoint nine (9) directors of ABTECH onto the Board of Directors of the Company, and at Closing, the management of ABTECH shall be appointed as the management of the Company.

The Definitive Agreement shall contain customary representation and warranties, covenants and indemnification provisions for transactions of this nature.

Neither party shall have any liability whatsoever to the other with respect to the non-binding provisions hereof or the failure to conclude the transactions described in such non-binding provisions for any reason whatsoever, including ABTECH’s failure to obtain approval for such transactions from its Board of Directors

No party hereto will make any disclosure or public announcements of the proposed transactions, the LOI or the terms thereof without the prior consent of the other parties, which shall not be unreasonably withheld, or except as required by relevant securities laws; provided, however, each party may issue press releases in the ordinary course of business.

Each party agrees and acknowledges that such party and its directors, officers, employees, agents and representatives will disclose business information and information about the proposed transaction in the course of securing financings for the Company and ABTECH and that the parties and their representatives may be required to disclose that information under the continuous disclosure requirements of the Securities Exchange Act of 1934.

This LOI shall be construed in accordance with, and governed by, the laws of the State of Delaware, and each party separately and unconditionally subjects itself to the jurisdiction of any court of competent authority in the State of Delaware, and the rules and regulations thereof, for all purposes related to this agreement and/or their respective performance hereunder.

The parties shall prepare, execute and file any and all documents necessary to comply with all applicable federal and state securities laws, rules and regulations in any jurisdiction where they are required to do so.

All references to currency in this LOI are references to the lawful currency of the United States of America.

This LOI may be executed in counterparts, by original or facsimile signature, with the same effect as if the signatures to each such counterpart were upon a single instrument; and each counterpart shall be enforceable against the party actually executing such counterpart.  All counterparts shall be deemed an original copy.

The delay or failure of a party to enforce at any time any provision of this LOI shall in no way be considered a waiver of any such provision, or any other provision of this LOI.  No waiver of, delay or failure to enforce any provision of this LOI shall in any way be considered a continuing waiver or be construed as a subsequent waiver of any such provision, or any other provision of this LOI.