Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Annual Report 62 252K
2: EX-3.1 Certificate of Incorporation 6 25K
3: EX-3.2 Certificate for Renewal and Revival of Certificate 1 10K
of Incorporation
4: EX-3.3 Certificate of Amendment of Certificate of 1 10K
Incorporation
5: EX-3.4 Certificate of Amendment of Certificate of 2 11K
Incorporation
6: EX-3.5 By-Laws of World Imports - U.S.A., Inc. 7 30K
7: EX-10.1 License Agreement 20 49K
8: EX-10.2 License Agreement 20 49K
9: EX-10.3 Delivery Contract 14 30K
10: EX-10.4 Delivery Contract 15 31K
11: EX-10.5 Delivery Contract 15 32K
12: EX-10.6 1993 Non-Statutory Stock Option Plan 7 34K
13: EX-10.7 1994 Non-Statutory Stock Option Plan 7 34K
14: EX-10.8 1995 Non-Statutory Stock Option Plan 7 33K
15: EX-10.9 1996 Non-Statutory Stock Option Plan 7 33K
EXHIBIT 10.2
LICENSE AGREEMENT
THIS AGREEMENT entered into this 15th day of July, 1993, by and between
MAXON FINANCE & TRADE LTD. SA, a corporation organized and existing under the
laws of the government of Republica De Panama, having a principal place of
business at c/o Beutler Consulting SA, Chemin G Ritter 3, Ch-1701 Fribourg,
Switzerland (hereinafter referred to as "MAXON") and SEILER POLLUTION CONTROL
SYSTEMS INTERNATIONAL, INC., a corporation organized and existing under the laws
of the State of Delaware, having a principal place of business at c/o Berkshire
International Finance, Inc., One Evertrust Plaza, Jersey City, New Jersey 07302
(hereinafter referred to as "INTERNATIONAL").
WITNESSETH
WHEREAS, MAXON has certain proprietary information, including patented
and patentable inventions, technical know-how and rights, business information,
consulting, supply and/or research agreements, marketing and/or financial
information all relating to high temperature vitrification system(s) developed
by SEILER HIGH TEMPERATURE SEPARATING SYSTEMS LTD. (hereinafter referred to as
"SEILER SWISS") and expects that it and its licensee(s) will develop additional
proprietary information relating thereto, and has formulated ideas and concepts
for practical commercial application of such high temperature vitrification
system (hereinafter the "HTVS" and/or "PROPRIETARY INFORMATION") in accordance
with the methods and information outlined and summarized in two brochures
prepared by and/or for SEILER SWISS which brochures are herein incorporated by
reference as if fully set forth and repeated herein and are annexed hereto, made
a part hereof and marked Exhibit A.
WHEREAS, MAXON is desirous of granting field-of-use licenses, including
exclusive field-of-use licenses, to third parties for the purpose of
establishing any number of companies with specialized purposes to more rapidly
develop and implement the use of the commercial application embodying or
generated through the use of the PROPRIETARY INFORMATION, and wishes each such
licensee to have the benefit of improvements developed by SEILER SWISS, and/or
other licensees to the extent that such improvements may be used by each
licensee in its specific field of use:
WHEREAS, INTERNATIONAL wishes to obtain an exclusive license to use the
PROPRIETARY INFORMATION for all purposes associated with and/or related to
commercial application of HTVS, and wishes to use MAXON's and/or SEILER SWISS'
research and development capabilities to further develop such products,
applications and systems and/or make prototypes thereof on a reduced cost,
incentive arrangement, and also wishes to have the right to use any improvements
developed by MAXON and/or SEILER SWISS or by cooperating future licensees of
MAXON;
WHEREAS, MAXON is desirous of licensing INTERNATIONAL in the field of
HTVS for the purpose of establishing INTERNATIONAL in such field in exchange for
a one-time
license fee of $2,500,000 for itself to be paid in accordance with payment
schedule annexed hereto as Exhibit B and is willing to assist in research and
development work for INTERNATIONAL on a reduced cost, incentive arrangement, and
is desirous of having its own reputation enhanced by having certain of its
trademarks associated with quality products marketed or licensed by
INTERNATIONAL in its field of use; and
WHEREBY, INTERNATIONAL wishes to and is willing to use certain of MAXON's
trademarks on its products, and is willing to meet the quality control standards
of MAXON.
NOW, THEREFORE, in consideration of the promises and mutual covenants of
the parties hereinafter set forth, it is agreed as follows:
1. DEFINITIONS
(a) FIELD OF USE means any and all practical applications of HTVS as
outlined in Exhibit A hereto and all apparatus utilized in connection therewith.
(b) TERRITORY means all European countries.
(c) PATENT RIGHTS means SEILER SWISS' Patent numbers as indicated and
detailed on attached Exhibit C, present technical know-how expected to be
included in any new patent applications of MAXON or SEILER SWISS, and any
additional U.S. and/or foreign patent applications which may be filed by MAXON
or SEILER SWISS during the term of this Agreement in so far as same relate in
any manner to HTVS. PATENT RIGHTS also includes any patent rights that MAXON may
acquire from licensees or otherwise which MAXON is permitted to license to
INTERNATIONAL in the FIELD OF USE during the term of this Agreement.
2. LICENSE GRANT
(a) MAXON hereby grants to INTERNATIONAL an exclusive field-of-use
license to use the PROPRIETARY INFORMATION including the PATENT RIGHTS
throughout the TERRITORY during the term of this Agreement, such use being
expressly limited to the FIELD OF USE.
3. CONSIDERATION
(a) INTERNATIONAL shall pay MAXON $2,500,000 in accordance with the
payment schedule annexed hereto as Exhibit B, as a non-refundable one-time
licensing fee.
(b) Royalty. INTERNATIONAL shall not be responsible for any royalty
payments to MAXON other than as may be indicated on attached Exhibit D.
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(c) MAXON agrees, at its cost, to conduct research and development at the
request of INTERNATIONAL toward and until production of the first production
prototype plant facility of an operative system utilizing HTVS is completed.
MAXON's cost shall include actual disbursements, direct labor, overhead costs
attributable thereto, and other normal cost items attributable thereto.
(d) INTERNATIONAL's failure to make payments in accordance with the
Schedule annexed as Exhibits B (and/or D) hereto shall result in loss of
exclusivity, unless INTERNATIONAL pays such license fees and/or royalty payments
(if applicable) within 30 days of receiving written notice from MAXON of such
failure. Once INTERNATIONAL's exclusivity is lost, it shall be lost forever
absent MAXON's written waiver.
(e) INTERNATIONAL shall keep complete, accurate and up-to-date records of
all production and sales of products or services covered by this License
Agreement with all figures necessary for accurate calculation of any payments
required hereunder, and shall make such records available for inspection during
normal business hours by a representative of MAXON upon reasonable written
notice by MAXON of its intention to conduct such inspection.
4. TRADEMARKS. INTERNATIONAL shall have the exclusive right to use any
MAXON and/or SEILER SWISS TRADEMARKS with all products or services covered by
this Agreement. It is agreed that any and all of INTERNATIONAL's products and
services covered by this Agreement will meet MAXON's quality standards, which
standards MAXON will make known to INTERNATIONAL. MAXON will have the right to
make any and all reasonable inspections of INTERNATIONAL's facilities, products,
advertising literature, packaging materials, etc. as may be necessary to ensure
that its quality standards are maintained.
5. SUBLICENSING. INTERNATIONAL shall have the right to sublicense others
under the rights granted herein and under any technology it develops, but only
in the FIELD OF USE. MAXON shall have the right to approve or disapprove of a
potential licensee, but shall only exercise its right to disapprove if it has a
valid business reason to do so. No royalties from such licensees shall be paid
by INTERNATIONAL to MAXON. Sublicensees of INTERNATIONAL shall be made aware of
and bound by all relevant terms of this Agreement.
6. IMPROVEMENTS AND ADDITIONAL DEVELOPMENTS. In the event that
INTERNATIONAL or any of its sublicensees shall, during the term of this
Agreement, make or acquire improvements or additional developments, whether
patentable or otherwise, which relate, either directly or indirectly, to the
PROPRIETARY INFORMATION, INTERNATIONAL and/or its sublicensees shall use their
or its best efforts to disclose any such improvements or additional developments
to MAXON in sufficient time for a U.S. and/or foreign patent application to be
prepared and filed on same prior to its first public use, offer for sale or
other public disclosure. It is understood and agreed that such improvement or
additional developments shall be the sole property of MAXON and that
INTERNATIONAL and its sublicensees agree to take whatever steps are necessary to
perfect MAXON's ownership of such improvements or additional developments. It is
further understood that any such improvements
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or additional developments shall be automatically made a part of this Agreement
and, as such, subject to all of the terms and conditions hereof. Thus, if such
improvements or additional developments are made or acquired, it is understood
and agreed that INTERNATIONAL shall have the right to use and sublicense any
such improvements or additional developments in the FIELD OF USE and MAXON shall
have the right to use or license such improvements outside the FIELD OF USE.
Whether INTERNATIONAL's right to use any such improvements or additional
developments is exclusive or non-exclusive shall be determined by the nature of
the license granted under Paragraph 2 hereof. Accordingly, as long as the
license granted under Paragraph 2 remains exclusive, INTERNATIONAL's right to
use any such improvements or additional developments shall be exclusive. If,
however, the license granted under Paragraph 2 becomes non-exclusive for any
reason whatsoever, INTERNATIONAL's right to use any such improvements or
additional developments shall be or become non-exclusive also. MAXON's ownership
of any improvements or additional developments relating to the PROPRIETARY
INFORMATION made or acquired by a sublicensee of INTERNATIONAL shall be made an
express condition of any and all sublicenses that may be granted by
INTERNATIONAL. Notwithstanding any of the foregoing, any licensee which develops
or contributes to an invention as an inventor or co-inventor shall have the
royalty-free right to use same upon termination of this Agreement.
7. SECRECY
(a) INTERNATIONAL hereby covenants and agrees that all information
relating to the PROPRIETARY INFORMATION or any of the improvements or additional
developments defined in Paragraph 6 above made known to INTERNATIONAL or any of
its sublicensees pursuant to this Agreement, shall be maintained in confidence
and secret and shall be made known only to those employees, agents, servants,
representatives or sublicensees of INTERNATIONAL who have signed this Agreement
or have signed a separate written agreement wherein such employees, agents,
servants, representatives or sublicensees agree that they will not disclose any
of such information to anyone except other employees, agents, servants,
representatives or sublicensees of INTERNATIONAL who have agreed in writing to
keep such information in confidence. Further, all disclosure to employees,
agents, servants, representatives or sublicensees of INTERNATIONAL shall be on a
strictly need-to-know basis for the sole purpose of supplying such employees,
agents, servants, representatives or sublicensees with sufficient information
concerning the PROPRIETARY INFORMATION or any of the improvements or additional
developments defined in Paragraph 6 to further the objectives of this Agreement.
This obligation to keep information in confidence shall survive termination of
this Agreement for any reason whatsoever.
(b) The provisions of the preceding subparagraph shall be applicable
except to the extent that any disclosed information has become generally
available and known to the public other than through a breach of confidentiality
by INTERNATIONAL or any of its employees, agents, servants, representatives or
sublicensees.
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8. Procurement of Patents. To the extent that any of the PROPRIETARY
INFORMATION or any of the improvements or additional developments defined in
Paragraph 6 above constitutes a patentable invention, MAXON, in its sole
discretion, shall have the right to determine whether it will file U.S. and/or
foreign patents applications on any such invention, it being understood and
agreed that the costs incurred in connection with the preparation, filing,
prosecution and maintenance of any such application or applications and any
patents issuing thereon will be borne by MAXON. In the event that MAXON decides
to abandon a patent application which it has filed or any such invention, or
decides to permit a patent which has issued thereon to lapse, MAXON will use its
best efforts to provide INTERNATIONAL with an opportunity to maintain any such
patent application or patent. Upon the issuance to MAXON of a patent on any such
invention, INTERNATIONAL and/or its sublicensees shall, upon receiving written
notice from MAXON, mark all products and/or machinery covered by such patent,
the packages and containers in which they are sold and shipped and all
advertisements, literature and/or other promotional materials relating thereto
in such manner as MAXON may reasonably require in conformity with the applicable
patent laws of any country covered by this Agreement in order to give notice
that such products are covered by such patent. If MAXON decides not to file a
U.S. or foreign patent application on any such invention, MAXON shall endeavor
to use its best efforts to provide INTERNATIONAL sufficient notice and time
within which to file a patent application in the U.S. or any foreign country on
same, in its own name, it being understood and agreed that the costs incurred in
connection with the preparation, filing, prosecution and maintenance of any such
application or applications and any patents issuing thereon will be borne by
INTERNATIONAL. If INTERNATIONAL decides to abandon any such patent application
which it has filed on any such invention or decides to permit a patent which has
issued thereon to lapse, INTERNATIONAL will use its best efforts to provide
MAXON with an opportunity to maintain any such patent application or patent.
Upon the issuance to INTERNATIONAL of any patent on any such invention, MAXON
and any of its other licensees shall, upon receiving written notice from
INTERNATIONAL, mark all products and/or machinery covered by such patent, the
packages and containers in which they are sold and shipped and all
advertisements, literature and/or other promotional materials relating thereto
in such manner as INTERNATIONAL may reasonably require in conformity with the
applicable patent laws of any country covered by this Agreement in order to give
notice that such products are covered by any such patent. MAXON's and its other
licensee's rights in patents obtained by INTERNATIONAL in its own name shall
terminate upon termination of this Agreement.
9. ENFORCEMENT OF PATENTS
(a) In the event of any infringement by a third party of any patent or
patents issuing to MAXON on the PROPRIETARY INFORMATION or on any of the
improvements or additional developments defined in Paragraph 6 above, MAXON, in
its sole discretion, shall have the right to commence an action for such
infringement, to select counsel of its own choice and to control the prosecution
of such action. It is understood and agreed that should MAXON commence any such
action for patent infringement, all legal fees and expenses associated with such
action shall be borne by MAXON and MAXON shall be entitled to receive all
damages or other recovery obtained as a result of such action. It is further
understood and agreed, however,
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that INTERNATIONAL and/or any of its sublicensees shall, without charge, fully
cooperate with MAXON in the prosecution of any such action to the extent of
providing technical advise and testimony, if necessary, and executing and
Producing any necessary documents, it being understood that any such cooperation
on the part of INTERNATIONAL and/or any of its sublicensees shall not entitle
INTERNATIONAL and/or its sublicensees to any of the damages or other recovery
obtained as a result of such action.
(b) In the event of any infringement by a third party of any patent or
patents issuing to INTERNATIONAL and/or any of its sublicensees on improvements
or additional developments defined in Paragraph 6 above, INTERNATIONAL and/or
its sublicensees shall have the sole right to commence an action for such
infringement, to select counsel of their own choice and to control prosecution
of such action. It is understood and agreed that should INTERNATIONAL and/or any
of its sublicensees commence any such action for patent infringement, all legal
fees and expenses associated with such action will be borne by INTERNATIONAL
and/or its sublicensees and INTERNATIONAL and/or its sublicensees shall be
entitled to receive all damages or other recovery retained as a result of such
action. It is further understood and agreed, however, that MAXON shall, without
charge, fully cooperate with INTERNATIONAL and/or its sublicensees in the
prosecution of any such action to the extent of providing technical advise and
testimony, if necessary, and executing and producing any necessary documents, it
being understood and agreed that any such cooperation on the part of MAXON shall
not entitle MAXON to any of the damages or other recovery obtained as a result
of such action.
10. TERM AND TERMINATION
(a) This Agreement shall continue in perpetuity or until all of the
PROPRIETARY INFORMATION becomes public and there are no further outstanding
PATENT RIGHTS. In the event of termination for the latter reason, INTERNATIONAL
shall have the option to continue to use the TRADEMARKS at no cost to it. It is
assumed that the TRADEMARKS will, over the years, acquire a valuable secondary
meaning and goodwill with the public to the extent that they will at such time
be commercially important. Thus, INTERNATIONAL reserves to itself the option to
exclusively use and sublicense the TRADEMARKS for products in the FIELD OF USE
in perpetuity. It is understood that there is no obligation on the part of
INTERNATIONAL to exercise its option to continue to use the TRADEMARKS. This
option may only be exercised within 60 days of termination of this Agreement by
a written notification to MAXON signed by the duly authorized officers of
INTERNATIONAL.
(b) This Agreement and the license granted hereunder may be terminated by
MAXON, in its sole discretion, at any time if:
(i) INTERNATIONAL and/or any of its sublicensees shall fail or
omit to perform any of the terms of this Agreement including
specifically the payment of the fees and/or royalties on the
terms set forth in Paragraph 3 hereof and Exhibits B and D
hereto, and shall fail to correct any such
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failure or omission within 30 days of having received written
notice from MAXON specifying the nature of the default and the
basis for termination; or
(ii) INTERNATIONAL becomes insolvent, or is adjudicated bankrupt,
or a receiver of the business of INTERNATIONAL is appointed,
or INTERNATIONAL makes an assignment for the benefit of
creditors, or a petition under Chapter 11 of the Bankruptcy
Act is filed on behalf of INTERNATIONAL.
(c) This Agreement and the license granted hereunder may be terminated by
INTERNATIONAL, in its sole discretion, at any time-upon giving MAXON 90 days
written notice of its intention to terminate. If the license granted hereunder
is exclusive when such notice is given by INTERNATIONAL, the license will become
non-exclusive immediately upon the giving of such notice.
(d) The termination of this Agreement shall in no way affect the
liability and obligation of INTERNATIONAL to pay any sums of money in accordance
with the terms and conditions herein set forth, up to and including the date of
such termination, and shall be without prejudice to any right or rights of
action or remedies of MAXON for the recovery of any monies due or claimed to be
due hereunder. More particularly, the termination of this Agreement will not
release INTERNATIONAL and/or any of it sublicensees from the obligation to pay
any sum which they may owe to MAXON for any and all sales of products or
services covered by this Agreement resulting from sales which were invoiced but
not filled prior to such termination.
(e) In the event of the termination of this Agreement for any reason
whatsoever, INTERNATIONAL and/or any of its sublicensees shall promptly return
to MAXON or, if MAXON so chooses, will destroy all information in their
possession relating to the PROPRIETARY INFORMATION or any of the improvements or
additional developments defined in Paragraph 6 above, except for PROPRIETARY
INFORMATION developed by INTERNATIONAL and/or any of its sublicensees. It is
further understood and agreed that upon the termination of this Agreement,
INTERNATIONAL and/or any of its sublicensees shall immediately cease and desist
from using the TRADEMARKS and any of the PROPRIETARY INFORMATION or any of the
improvements or additional developments defined in Paragraph 6 above except to
the extent that INTERNATIONAL or any of its sublicensees has developed such
improvements or additional developments in which event INTERNATIONAL or such
licensee shall retain a royalty-free right to continue to use such PROPRIETARY
INFORMATION.
11. GENERAL LEGAL
(a) Force Majeure. Notwithstanding any provision contained herein, none
of the parties hereto shall be liable for any failure or delay to perform this
Agreement on account of
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causes of force majeure, or shall be held responsible for any indemnity claimed
due to any and all damages and losses therefrom, provided force majeure means
acts of God.
(b) Invalid Clause. It is understood and agreed by the parties hereto
that if any of these provisions shall contravene or be invalid under the laws of
the United States or any country wherein acts are to be performed pursuant to
this Agreement, such contravention or invalidity shall not invalidate the whole
Agreement, but it shall be construed as if not containing the particular
provision or provisions held to be invalid, and the rights and obligations of
the parties shall be construed and enforced accordingly.
(c) Enforcement. The failure of any party to insist in any one or more
instances upon a strict performance of the terms and conditions of this
Agreement, or to exercise any option herein contained, shall not be construed as
a waiver or relinquishment for the future of any of the terms, covenants and
conditions herein contained, but the same shall continue to remain in full force
and effect.
(d) Notices. Any notices given under this Agreement shall be delivered
either by hand, or sent by telegram, or by registered or certified mail, return
receipt requested, and shall be deemed to have been given on the day when
received by the other party to whom the notice is given.
(e) Modification. This Agreement and each of the Exhibits annexed hereto
constitutes the entire Agreement and understanding between the parties and
supersedes all prior agreements and understandings, whether written or oral.
Modifications of the Agreement may, from time to time, be made by mutual consent
of the parties but, in any event, no modification or claimed waiver of any of
the provisions hereof shall be valid unless in writing and signed by authorized
representatives of the party against whom such modification or waiver is sought
to be enforced.
(f) Procurement of Approvals. At the time that the first sale, lease or
other disposition of a product covered by this Agreement is to be made in a
particular country within the TERRITORY, INTERNATIONAL shall be obligated to
obtain whatever approvals or licenses, if any, as ace necessary from the
appropriate authorities in such country to permit any such product to be sold,
leased, distributed and/or used in such country. All expenses associated with
obtaining any necessary approvals and/or licenses shall be borne by
INTERNATIONAL. MAXON agrees to cooperate fully with INTERNATIONAL to obtain any
necessary approvals and/or licenses, including the furnishing of any information
in the possession of MAXON necessary to enable INTERNATIONAL to obtain any
necessary approvals and/or licenses.
(g) Captions and Pronouns. The captions appearing at the commencement of
the sections hereof are descriptive only and for convenience in reference to
this Agreement and in no way whatsoever define, limit or describe the scope or
intent of this Agreement, nor in any way affect this Agreement. Masculine or
feminine pronouns shall be substituted for the neuter
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form and vice versa, and the plural shall be substituted for the singular form
and vice versa, in any place or places herein in which the context requires such
substitution.
(h) Performance and Construction. This Agreement shall be construed and
its performance governed by the laws of the State of Delaware, but the scope and
validity of any patents issued by a specific country shall be governed by the
applicable laws of the country granting the patent in question.
(i) Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties thereto and their respective heirs, executors,
administrators, successors, and assigns.
12. Additional Covenants, Warranties and/or Representations Which Are
an Integral Part of This Agreement.
(a) SEILER SWISS warrants and represents that MAXON has SEILER SWISS'
authority to enter into this Agreement and to license the patents and
PROPRIETARY INFORMATION developed by SEILER SWISS since SEILER SWISS has granted
to MAXON all rights necessary to abide by each of the terms and conditions of
this Agreement; MAXON having duly and properly obtained same from SEILER SWISS
for good and valuable consideration.
(b) SEILER SWISS and MAXON warrant and represent that all rights granted
hereunder are granted free and clear of any form of encumbrance whatsoever.
(c) SEILER SWISS and MAXON warrant and represent that the information
contained in Exhibits A and C hereto is wholly accurate and complete and further
acknowledge their respective understanding that they have been advised that
INTERNATIONAL would not consider entering into or enter into this License
Agreement absent INTERNATIONAL's ability to fully and completely rely upon all
of the information and representations contained herein and in the exhibits
hereto.
(d) The following additional exhibits are herewith incorporated by
reference as if fully set forth and repeated herein and are annexed hereto and
made a part hereof as follows:
(i) Exhibit E documents indicating proof of transfer from SEILER
SWISS to MAXON of all PROPRIETARY INFORMATION and/or patent
and patent technology rights relating to HTVS (including but
not limited to certain consulting, supply and research
agreements) necessary to permit MAXON to abide by each of the
terms and conditions of this Agreement.
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MAXON FINANCE & TRADE LTD, SA
By: /s/ Max Beutler
---------------------------------
Name: Max Beutler
Title: Counsel
SEILER POLLUTION CONTROL SYSTEMS
INTERNATIONAL, INC.
By: /s/ Werner Heim
---------------------------------
Name: Werner Heim
Title: Chairman
SEILER HIGH TEMPERATURE SEPARATING
SYSTEMS LTD.
By: /s/ Niklaus Seiler
---------------------------------
Name: Niklaus Seiler
Title: Director
Dated: July 15, 1993
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INDEX OF EXHIBITS
Exhibit A SEILER HIGH TEMPERATURE SEPARATING SYSTEMS LTD. brochures
entitled
(i) HIGH TEMPERATURE VITRIFICATIONS SYSTEM for electrostatic
filter ash, paint and enamel sludge (SYSTEM SHT) and
(ii) HIGH TEMPERATURE VITRIFICATIONS SYSTEM for filter ashes,
colour, enamel coagulation and sewage sludges (SYSTEM SHT)
Exhibit B Payment schedule regarding $2,500,000 one-time license fee
Exhibit C List of SEILER HIGH TEMPERATURE SEPARATING SYSTEMS LTD.
patents and patents pending
Exhibit D Schedule of royalty payments regarding plants utilizing HTVS
PROPRIETARY INFORMATION
Exhibit E Documents regarding transfer of HTVS PROPRIETARY INFORMATION and
related rights from SEILER HIGH TEMPERATURE SEPARATING SYSTEMS
LTD. TO MAXON FINANCE & TRADE LTD. SA
Exhibit A
SEILER HIGH TEMPERATURE SEPARATING SYSTEMS LTD.
brochures entitled
(i) HIGH TEMPERATURE VITRIFICATIONS SYSTEM for electrostatic
filter ash, paint and enamel sludge (SYSTEM SHT)
and
(ii) HIGH TEMPERATURE VITRIFICATIONS SYSTEM for filter ashes, colour,
enamel coagulation and sewage sludges (SYSTEM SHT)
Exhibit B
Payment schedule regarding $2,500,000 one-time license fee
Payment Schedule for SEPC license fee.
The payment already made should be broken up between both SEPC and SEPC
International. In addition the following payments will be made:
SEPC
12/31/93 $150,000
3/31/94 $125,000
6/30/94 $125,000
9/30/94 $125,000
12/31/94 $125,000
3/31/95 $125,000
6/30/95 $125,000
9/30/95 $125,000
12/31/95 $125,000
SEPC International
13/31/93 $150,000
3/31/94 $125,000
6/30/94 $125,000
9/30/94 $125,000
12/31/94 $125,000
3/31/95 $125,000
6/30/95 $125,000
9/30/95 $125,000
12/31/95 $125,000
Exhibit C
List of SEILER HIGH TEMPERATURE SEPARATING SYSTEMS LTD.
patents and patents pending
Exhibit D
Schedule of royalty payments regarding plants utilizing
HTVS PROPRIETARY INFORMATION
NONE
Exhibit E
Documents regarding transfer of HTVS PROPRIETARY INFORMATION and
related rights from SEILER HIGH TEMPERATURE SEPARATING
SYSTEMS LTD. TO MAXON FINANCE & TRADE LTD. SA
License Agreement
Between Maxon Finance & Trade Ltd. SA Monaco
and Seiler Pollution Control Systems, Inc. U.S.A.
Territory Germany, Austria, Italy, Korea, Indonesia, Malaysia, China,
Hong Kong, Taiwan
Price US $2,500,000 over 3 years
--------------------------------------------------------------------------------
As of July 15, 1993, Maxon Finance & Trade Ltd. SA ("Maxon") entered into an
agreement (the "License Agreement") with Seiler Pollution Control Systems, Inc.
("Seiler") pursuant to which Maxon licensed to Seiler in perpetuity all of its
right, title and interest in and to certain patent and technology rights (the
"Intangible Assets") relating to its programs in High Temperature Vitrification
Systems, and transferred to Seiler its right under certain consulting, supply
and research agreements (the "Agreements"). In consideration of the license and
transfer of Intangible Assets and the Agreements, the License Agreement provides
that Seiler will pay to Maxon a one time license fee of US $2,500,000 according
to a separate payment schedule. Maxon Finance & Trade Ltd. commits itself to
purchase US $1,500,000 of Regulation S Stock at US $7.50 per share with a period
of 6 months.
Signed this 21st day of July, 1993.
Maxon Finance & Trade Ltd. SA Seiler Pollution Control Systems, Inc.
By: /s/ Max Beutler /s/ Werner Heim
--------------------------------- ---------------------------------
ADDENDUM TO LICENSE AGREEMENT OF JULY 15, 1993
Notwithstanding anything to the contrary that may be contained in a
License Agreement dated July 15, 1993 by and between Maxon Finance & Trade Ltd.
SA (hereinafter "Maxon") and Seiler Pollution Control Systems, Inc. (hereinafter
"Seiler"), it is herewith agreed by and between the parties hereto that:
(a) "Territory" referred to in Section 1(b) of the aforesaid License
Agreement be and the same hereby is extended so as to include not only the
United States, Mexico and Canada but "worldwide" rights as well excluding solely
those territories referred to in paragraph 1(b) of a separate Licensing
Agreement of July 15, 1993 entered into between Maxon and Seiler Pollution
Control Systems International, Inc. (a wholly owned subsidiary of Seiler); and
(b) The "royalty" payments referred to in paragraph 3(b) of the aforesaid
License Agreement is and the same hereby are, for good and valuable
consideration, wholly deleted; it being the understanding that Seiler shall not
be required to pay any royalty fees whatsoever for fully constructed plants sold
by it or otherwise.
In all other respects the entire July 15, 1993 Agreement heretofore
referred to shall remain exactly "as is".
Signed this 8th day of March, 1994 as follows:
MAXON FINANCE & TRADE LTD, SA
By: /s/ Max Beutler
--------------------------------
Name: Max Beutler
Title: Counsel
SEILER POLLUTION CONTROL SYSTEMS, INC.
By: /s/ Werner Heim
--------------------------------
Name: Werner Heim
Title: Chairman
SEILER HIGH TEMPERATURE SEPARATING
SYSTEMS LTD.
By: /s/ Niklaus Seiler
--------------------------------
Name: Niklaus Seiler
Title: Director
SEILER POLLUTION CONTROL SYSTEMS,
INTERNATIONAL, INC.
By: /s/ Werner Heim
--------------------------------
Name: Werner Heim
Title: Chairman
- 2 -
Dates Referenced Herein and Documents Incorporated by Reference
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