Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Registration of Securities of a Small-Business 60 206K
Issuer
2: EX-3.1 Certificate of Incorporation 9 20K
11: EX-3.10 By-Laws of Ecsi-Dsa, Inc. 15 57K
3: EX-3.2 By-Laws 10 20K
4: EX-3.3 Certificate of Incorporation 7 19K
5: EX-3.4 By-Laws of Sem Consultants Iii, Inc. 10 20K
6: EX-3.5 Certificate of Incorporation 5 13K
7: EX-3.6 By-Laws of Ecsi International, Inc. 13 42K
8: EX-3.7 Certificate of Incorporation 5 12K
9: EX-3.8 By-Laws of Ecsi Foids, Inc. 14 53K
10: EX-3.9 Certificate of Incorporation 5 12K
12: EX-4.1 Specimen Form 3 7K
13: EX-4.2 Form of Redeemable Common Stock Purchase Warrant 3 8K
14: EX-4.3 Form of Qualified Stock Option Certificate 8 26K
15: EX-4.4 Form of Non-Qualified Stock Option Certificate 7 26K
16: EX-10.1 Patent License and Technical Information Agreement 34 92K
17: EX-10.2 Agreement Dated March 5, 1997 6 22K
18: EX-10.3 License Dated March 5, 1997 9 29K
19: EX-10.4 Lease Agreement 25± 91K
20: EX-10.5 Lease Agreement 6 23K
21: EX-10.6 Teaming Agreement 7 27K
22: EX-23.1 Consent of Demetrius & Company, L.L.C. 2 9K
23: EX-27.1 Financial Statement Schedule 1 10K
Exhibit No. 10.6
Teaming agreement with Rafael Armament Development Authority
TEAMING AGREEMENT
Agreement made the 3rd day of FEB 1998, by and between ECSI International, Inc.,
23 Just Road, Fairfield, New Jersey 07004 USA, (hereinafter "ECSI") and RAFAEL
Armament Development Authority, P.O. Box 2250, Haifa, Israel (hereinafter
"RAFAEL").
WHEREAS RAFAEL is the developer of GAMMA 2000, Pre-emptive Intrusion Prevention
System (hereinafter "System") retains rights therein, including but not limited
to patents pending, and
WHEREAS, ECSI is in the Security Business with expertise in Infrared Perimeter
Intrusion Detection (IPID)systems, Fiber Optic Intelligence Detection Systems
(FOIDS), and the marketing and sales thereof to military and paramilitary forces
in the United States and worldwide; and
WHEREAS, in the manner described in this Agreement, the parties desire to team
together on an exclusive basis for the United States for the purpose of
marketing and selling the System; and
WHEREAS the parties desire to define and record the terms and conditions of
their teaming arrangement.
NOW THEREFORE, in consideration of the terms, conditions and mutual covenants
herein contained, the parties hereto agree as follows:
1. Preamble and Annexes
The preamble to this Teaming Agreement and all annexes attached hereto
form an integral part hereof.
2. Formation and Purpose
2.1 The parties hereby associate themselves together and team up on an
exclusive basis for the purpose of marketing and selling the System
in the United States. Further, in conjunction with this purpose, the
parties shall prepare proposals for submission to prospective
purchasers of the System. Nothing herein shall be deemed to confer
any rights or impose any obligation or restriction on either party,
except as set forth in this Teaming Agreement.
/s/ J.N.
1
2.2 Each party shall bear its own costs and expenses arising out of the
fulfillment of the terms of this Teaming Agreement. RAFAEL and ECSI
shall at all times remain independent contractors and the team shall
not constitute a joint venture, partnership or other business
association. Nothing contained in this Agreement shall be construed
as providing for the sharing of profits or losses arising out of the
efforts of the parties hereunder.
3. Marketing of the System and Division of Responsibilities
3.1 ECSI shall be responsible for the creation of marketing
opportunities for the System and shall acquire Request for Proposals
for the System in the United States (hereinafter "RFP"). ECSI shall
deliver copies of the RFP to RAFAEL and recommend actions by RAFAEL
for the preparation and submittal of the proposals for the System to
prospective purchasers in the United States.
3.2 Unless otherwise agreed by the parties, ECSI shall act as the
Contractor to the purchaser and RAFAEL shall act as ESCI's supplier
in connection with the projects arising from the RFPs proposals
pursuant to the provisions of Clause 3.1 (when agreed upon by ESCI
and RAFAEL), and in accordance with the workshare as set forth
below.
3.3 ECSI shall lead all marketing efforts for the System in the United
States. RAFAEL shall assist ECSI in the marketing of the System in
the United States in accordance with an agreed marketing plan to be
developed within 3 months of the date of this Agreement. In
accordance with the aforesaid marketing plan each party will make
available appropriate management and technical personnel for
meetings and other contacts with the prospective purchaser of the
System in an effort to win contract award. Each party shall provide
relevant marketing information to the other so as to assist in the
marketing effort.
/s/ J.N.
/s/ [ILLEGIBLE]
3.4 The workshare division of responsibilities between the parties shall
be in accordance with the following principles:
a) The System is assembled from several Sub-Systems:
b) RAFAEL shall produce all the Sub-Systems and provide the
technical support required for the System, and ECSI shall
provide application engineering, site design, System assembly
and installation, testing, field supervision, maintenance and
training in relation to the System.
c) In accordance with a training plan and license, which shall be
attached hereto as Annex B, RAFAEL shall provide training
/s/ J.N.
2
material and train ESCI personnel and license ECSI for the
purpose of final System assembly and testing, installation and
field testing, maintenance and provision of training in
relation to the System.
4. Proposal Preparation and Subcontract Negotiation
4.1 In response to an RFP or where the parties have agreed to submit an
unsolicited proposal to a prospective purchaser; ESCI shall prepare
it's part of the proposal (based on its workshare) and shall be
responsible for the integration of the RAFAEL Proposal (see Clause
4.2, below) and the submission of the integrated proposal to the
prospective purchaser (hereinafter "Proposal"). In addition, ESCI
shall present to RAFAEL for review and comment the Proposal prior to
its submission to the prospective purchaser. Finally, a copy of the
Proposal actually submitted to the prospective purchaser shall be
provided by ESCI to RAFAEL.
4.2 RAFAEL shall prepare that part of the proposal relating to its
assigned workshare (hereinafter, "RAFAEL Proposal"). ESCI shall
identify RAFAEL in the Proposal, and in all negotiations and
discussions in connection thereto, as its team member and the
respective areas of responsibility of the parties. ESCI shall not
make any changes to the RAFAEL Proposal without RAFAEL's prior
written approval.
4.3 In order to accomplish the purpose of this Agreement it may be
necessary for the parties to exchange between them proprietary
information. Proprietary Information shall be treated in accordance
with the Non Disclosure Agreement signed between the parties and
attached to this Agreement as Annex A. The Non Disclosure Agreement
shall survive the termination or expiration of this Agreement.
4.4 Negotiations shall be led by ESCI, but RAFAEL shall have the right
to actively participate in all such negotiations. ESCI shall not
enter into a Contract based on a Proposal prior to the agreement of
ESCI and RAFAEL as to its terms.
4.5 Upon the award of a Contract based on a Proposal, ESCI shall issue
and RAFAEL shall accept a contract which shall be flow down from the
obligations contained in the Contract and which shall be based on
the RAFAEL Proposal to the extent included in the Contract.
4.6 Each party shall bear its own costs and expenses in preparation and
presentation of a proposal, and subsequent contract negotiations.
/s/ J.N.
3
5. Exclusivity
The parties hereto agree that during the term of this Teaming Agreement,
neither party will participate in any other team efforts, or assist in any
way, directly or indirectly, any competitor in the Preemptive Intrusion
Prevention System area in the United States.
6. Validity, Duration and Termination
6.1 This Teaming Agreement shall be effective as of the date of the last
party to sign said Agreement and shall be valid for a period of
three (3) years therefrom, but shall be extended for the period of
the validity of any Proposal issued in accordance with the terms of
this Agreement with respect to said Proposal only. The Agreement
shall be extended for another period of three (3) years is RAFAEL's
sales volume in the first three (3) years period will reach the
amount agreed upon in the marketing plan.
/s/ J.N.
/s/ [ILLEGIBLE]
6.2 Notwithstanding the aforesaid, this Agreement may be terminated by
either party under any of the following circumstances:
(i) In the event the other party ceases to conduct its operations
in the normal course of business, or if a proceeding under any
bankruptcy or insolvency law is brought by or against that
party, or if a receiver for said party is appointed or applied
for, or shall commence winding-up by reason of insolvency or
shall make assignment for the benefit of creditors; or
(ii) In the event that one party hereto shall be in breach of any
material obligation hereunder and shall, after having received
written notice from the other party, fail within thirty (30)
days of receipt of such notice to remedy such breach.
(iii) In the event the parties cannot agree on the terms of the ECSI
training plan and license within 120 days from signature of
this Agreement.
7. Notices and Correspondence
Any notice, consent, demand or request, required or permitted by this
Agreement, shall be in writing, and shall be given, and deemed to have
been given, as follows: when personally delivered, upon date of delivery;
or when mailed, ten (10) days after deposit in the United States mail or
Israeli mail, respectively, postage prepaid, registered, return receipt
requested; or when telefaxed, upon receipt of answer-back confirmation;
all addressed as follows:
/s/ J.N.
4
RAFAEL ARMAMENT DEVELOPMENT AUTHORITY
P.O. Box 2250
Haifa, Israel
Attn:
Telefax:
ECSI
23 Just Road
Fairfield, NJ 07004
USA
Attn:
Telefax:
All correspondence and communication between the parties shall be in the
English language.
8. Governing Law and Dispute Resolution
8.1 This Teaming Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to
the State's conflict of laws principles.
8.2 Any and all disputes arising under or related to this Agreement
shall be referred to the Head of the RAFAEL Platforms Directorate
and the President of ECSI for amicable resolution. In the event that
the parties cannot so amicably resolve said dispute then the matter
shall be resolved by final and binding arbitration, pursuant to the
then rules and regulations of the American Arbitration Association
(AAA) in New York, New York, USA.
9. Miscellaneous
9.1 Neither party to this Teaming Agreement shall have the right to bind
or to make commitments or obligations of any kind for or on behalf
of the other party without the prior written consent of the other
party.
9.2 This Teaming Agreement is severable so that any term or provision
hereof which is held by a Court having competent jurisdiction
thereof to be void or illegal under applicable law shall not affect
the validity and enforceability of the remainder of said Agreement.
/s/ J.N.
5
9.3 Neither party shall sell, assign, or in any manner transfer its
rights, duties or obligations under this Teaming Agreement without
obtaining prior written consent of the other party, which shall not
be unreasonably withheld. Notwithstanding the aforesaid RAFAEL shall
be entitled to assign its obligations to RAFAEL Armament Development
Ltd.
9.4 Titles of articles in this Teaming Agreement are for reference only
and shall not be construed in determining the intent or construction
of such articles.
9.5 Any failure of either party to enforce any provision of this
Agreement shall not constitute a waiver of such provision or
prejudice the right of that party to enforce said provision at any
subsequent time.
10. Complete Agreement
This Teaming Agreement expresses the complete, final and only agreement of
the parties as of the date of signature hereof, and hereby supersedes any
and all previous agreements, undertakings or understandings (whether
written, oral or implied) between the parties relating to the subject
matter of this Teaming Agreement. This Agreement may be varied or modified
only by an instrument in writing of subsequent date hereto duly executed
by authorized representatives of the parties.
IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS:
The State of Israel/ ECSI International, Inc.
Ministry of Defense/
Armament Development
Authority - RAFAEL
By By /s/ Arthur Birch
Name Name ARTHUR BIRCH
Title Title PRES. + CEO
Date Date 2-3-98
By
Name
Title
Date
/s/ J.N.
6
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