Document/Exhibit Description Pages Size
1: 10-K Annual Report 20 103K
6: EX-10.10 Material Contract 2 11K
7: EX-10.11 Material Contract 4 23K
8: EX-10.12 Material Contract 4 17K
9: EX-10.13 Material Contract 5 24K
2: EX-10.6 Material Contract 10 40K
3: EX-10.7 Material Contract 14 51K
4: EX-10.8 Material Contract 13 49K
5: EX-10.9 Material Contract 13 45K
18: EX-28.10 Information from a Report Furnished to State 1 10K
Insurance Regulatory Authorities
10: EX-28.2 Information from a Report Furnished to State 19 62K
Insurance Regulatory Authorities
11: EX-28.3 Information from a Report Furnished to State 2 12K
Insurance Regulatory Authorities
12: EX-28.4 Information from a Report Furnished to State 1 10K
Insurance Regulatory Authorities
13: EX-28.5 Information from a Report Furnished to State 2± 11K
Insurance Regulatory Authorities
14: EX-28.6 Information from a Report Furnished to State 4 19K
Insurance Regulatory Authorities
15: EX-28.7 Information from a Report Furnished to State 1 10K
Insurance Regulatory Authorities
16: EX-28.8 Information from a Report Furnished to State 2 12K
Insurance Regulatory Authorities
17: EX-28.9 Information from a Report Furnished to State 1 9K
Insurance Regulatory Authorities
ASSIGNMENT OF INTEREST
IN LICENSE AGREEMENT
B E T W E E N:
G.R.B. TECHNOLOGIES INC., a corporation
incorporated pursuant to the laws of the
Province of Ontario, Dominion of Canada
(Hereinafter referred to "GRB")
- and -
SUNBOW PROTECTIVE COATINGS INC., a
corporation incorporated pursuant to the laws
of the Province of Ontario, Dominion of
Canada
(Hereinafter referred to as "Sunbow")
- and -
SUPERCRETE N/A LIMITED, a corporation
incorporated pursuant to the laws of the
Turks and Caicos Islands, British West Indies
(Hereinafter referred to as "Supercrete")
WHEREAS by an agreement dated the 30th day of November,
1995, between GRB and Supercrete (hereinafter called the
"License"), a copy of which is attached hereto as Schedule "A,"
GRB acquired exclusive rights to certain technology and products
throughout all of the Dominion of Canada from Supercrete;
NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the covenants and payments contained herein, GRB
agrees to assign all rights and benefits, and Sunbow agrees to
assume all obligations contained in the License (and in
accordance with its terms and conditions) upon the following
terms:
1. GRB hereby assigns the License and all rights and
benefits flowing thereunder to Sunbow, and releases any and all
interests in and to the License.
2. As consideration for the assignment herein by GRB
to Sunbow, Sunbow hereby agrees to assume all obligation
contained in the License and required to be performed by GRB
thereunder, including the payment of GRB's outstanding
indebtedness of EIGHT HUNDRED FIFTY-NINE THOUSAND FOUR HUNDRED
FOUR DOLLARS AND NINETY-SEVEN CENTS U.S. (US$869,404.97) owned to
Supercrete thereunder.
3. Sunbow agrees to indemnify and hold harmless GRB
from any claims arising pursuant to the License.
4. Supercrete hereby consents to the assignement of
the License from GRB to Sunbow upon the terms and conditions
contained herein.
5. Supercrete and Sunbow agree that GRB's outstanding
indebteness of EIGHT HUNDRED FIFTY-NINE THOUSAND FOUR HUNDRED
FOUR DOLLARS AND NINETY-SEVEN CENTS U.S. (US$869,404.97) owed to
Supercrete shall be satisfied by Sunbow through payments to
Supercrete as follows:
(a) on or by June 30, 1996, the amount of
TWENTY-NINE THOUSAND SEVEN HUNDRED TWO DOLLARS AND
FORTY-NINE CENTS U.S. (US$29,702.49);
(b) on or by July 31, 1996, the amount of
TWENTY-NINE THOUSAND SEVEN HUNDRED TWO DOLLARS AND
FORTY-EIGHT CENTS U.S. (US$29,702.48); and
(c) on or by the last day of each of
following ten (10) months, the amount of EIGHTY
THOUSAND DOLLARS U.S. (US$80,000.00), from and
including August 31, 1996.
6. The expiry date of the License, as detailed in
paragraph 1 of the License, is hereby extended by Sunbow and
Supercrete until the 31st day of May, 1997.
Dated at Burlington, as of this 27th day of May, 1996.
SIGNED, SEALED AND DELIVERED )
in the presence of: )
) G.R.B. TECHNOLOGIES INC.
)
) By: Signature Illegible
)
) SUNBOW PROTECTIVE COATINGS
) INC.
)
) By: Signature Illegible
)
) SUPERCRETE N/L LIMITED
)
) By: Arthur Smith, Designated
) Signing Authority
SCHEDULE "A"
G.R.B. Technologies Inc.
30 November, 1995
Supercrete N/A Limited
c/o Miller & Simons
Attorneys at Law
P.O. Box 260
Butterfield Square
Providenciales
Turks & Caicos Islands
British West Indies
Dear Sirs:
Supercrete N/A Limited will license to us the rights to the
Supercrete Technology. Such does not include the Chemcrete
primary additive (hereinafter called the "Golddust") to which you
retain the exclusive title and right, such being the primary
component of Supercrete Product necessary for its manufacture and
production.
1. The License shall be for a period of one year commencing as
of December 1, 1995 and expiring November 30, 1996. Such license
shall be automatically renewable form year to year thereafter,
subject to us purchasing a minimum of 40,000 lbs. Of Golddust in
each subsequent calendar year, during the term of such year and
not at the commencement thereof;
2. The license is exclusive to ourselves for the whole of the
Dominion of Canada;
3. The license fee if $1.00 plus the purchase of 40,000 lbs. Of
Golddust at a price of $25.00 U.S. Lb., payable as follows:
As of this date - $250,000.00 U.S.
February 29, 1996 - $250,000.00 U.S.
May 31, 1996 - $250,000.00 U.S.
August 31, 1996 - $250,000.00 U.S.
For a total of $1,000,000.00. Upon each payment being made, you
will deliver to us 10,000 lbs. of Golddust f.o.b. its place of
manufacture, to such location as we may from time to time
specify;
4. The price of the Golddust shall be firm for the above
period. Thereafter the price of the Golddust can be increased by
yourselves, provided that at all times it shall be the same price
as offered by yourselves to other licensees of the Supercrete
Technology;
5. We may not sell Supercrete Product outside the Dominion of
Canada. Should we receive an enquiry or request to purchase
Supercrete Product from outside the Dominion of Canada, we will
immediately advise you as to such enquiry or request and the
source thereof. If such enquiry results in ourselves being
instrumental in our licensing the Suprecrete Technology, we shall
be entitled to your normal rate of commission applicable to
parties negotiating and being instrumental in concluding licenses
on your behalf.
6. On the basis we intend to establish sub-license blenders to
manufacture and produce Supercrete Product, such is subject to:
(i) Your consent to such sub-license blender which
will not be unreasonably withheld;
(ii) Such sub-license blender being restricted to the
manufacture, production and sale of Supercrete
Product only within the Dominion of Canada;
7. We are prohibited from selling or otherwise disposing of
Golddust to any party in its existing form as supplied by
yourselves, subject only to delivering it to a sub-licensee as
approved by yourselves, and in such event only for the express
purpose of manufacturing and producing Supercrete Product;
8. You shall supply us to such location as directed, all
equipment necessary to blend the components of the Supercrete
Product immediately upon receipt of the second payment as
hereinbefore provided for on February 28, 1996. You shall be
responsible for and contribute up to the sum of $100,000.00, with
ourselves being responsible for any additional cost;
9. Upon receipt of the initial payment as provided for in
paragraph 3 hereof, you will provide us with copies of all test
results and research and development information related to the
Supercrete Product in your possession. As well you will provide
us immediately the same is available, with any further test
results and/or research and development information relating to
either Supercrete Technology or Supercrete Product during the
term of the license or any extension thereof;
10. During the term of the license and any extension thereof, in
the event you develop or receive any further or additional
technology or technical information related to the Supercrete
Technology and/or Supercrete Product, we will have the first
right of refusal to acquire same by way of license upon terms the
same as those offered to any other potential licensee. We agree
that any improvements we may make or effect to the Supercrete
Product shall become your property;
11. You will during the term of the license or any extension
thereof, provide us with master copies of all printed, video and
other media promotion material in order to allow us to reproduce
same;
12. We shall have the right to assign and/or sell the license
rights hereby granted, subject only to your prior consent in
writing, which consent will not be unreasonably withheld;
13. During the term of the license or any extension thereof,
upon 30 days notice in advance, you shall at all times provide us
with sufficient Golddust to satisfy your manufacturing and
production requirements for Supercrete Product at your current
price for same which shall be payable cash on delivery;
14. With respect to the payment due as of the date as provided
for in paragraph 3 hereof, we shall be credited with the sum of
$55,000.00 Canadian funds as paid with the prior license to
Environmental Systems & Technologies Inc. For the Province of
Ontario, which on conversion into U.S. funds shall be deducted
therefrom;
15. The terms herein recited shall at the option of either
Party, be incorporated in a formal Licensing Agreement.
On the understanding such incorporates the terms as discussed and
agreed upon, we would request that you sign a copy of this letter
in the place where indicated and return it.
Yours very truly,
G.R.B. TECHNOLOGIES INC.
Per: /s/ George R. Bowles, President
Supercrete N/A Limited hereby accepts and confirms all of the
terms as herein contained.
DATED at Burlington, Ontario this 30th day of November, 1995.
SUPERCRETE N/A LIMITED
By its designated signing authority
Per: G. Colin Rayner
Dates Referenced Herein and Documents Incorporated by Reference
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