EXHIBIT 10.8
AGREEMENT
THIS AGREEMENT is made and entered-into this 18th day of June, 1996, by
and between Technical Consumer Products, Inc. (herein after "TCP"), an Ohio
corporation, having principal office located at 00000 Xxxxxxxxxx Xx., Xxxx X, xx
Xxxxxxxxx, Xxxxxxxx Xxxxxx, Xxxx, X.X.X., represented by Xxxxx Xxx, President
and
PRACTICAL INNOVATIONS, INC. a Delaware corporation represented by its
President, Xxxxxxx Xxxxx (herein after "PRACTICAL"), having principal place of
business at 000 Xxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxx 00000, X.X.X.
WHEREAS PRACTICAL owns technology related to Electronic Ballasts for
Gas Discharge Lamps; and PRACTICAL has knowledge of Engineering, Development,
Design, Manufacturing, and Market of Electronic Ballasts; and
WHEREAS TCP is desirous of acquiring rights to use this technology and
use PRACTICAL's knowledge;
NOW, THEREFORE, based on the mutual consideration herein specified, the
parties hereto agree as follows:
1. DEFINITIONS
1.01 "PATENT MATTER" shall mean: the inventions as specifically defined
in "EXHIBIT ONE" and "EXHIBIT TWO" hereto or any additional exhibit subsequently
agreed-on and attached to this agreement any time in the future.
1.02 "PRODUCTS" shall mean and include: (i) any and all types of
electronic ballasting means and/or systems suitable for powering gas discharge
lamps, as well as any and all other types of products which include the
ballasting means based on or derived from the PATENT MATTER or KNOW-HOW, or (ii)
any and all ballasting means and/or systems suitable for powering gas discharge
lamps, as well as any and all other types of products which include any
ballasting means developed, engineered, designed and/or provided by PRACTICAL to
TCP and not related to the PATENT MATTER, or (iii) any and all products based on
or derived from KNOW-HOW or any product developed, engineered, designed and/or
provided by PRACTICAL to TCP.
1.03 "SELLER" shall mean (i) TCP to the extent that TCP sells or acts
as the marketing agent for PRODUCTS, and (ii) TCP's marketing agent(s) and/or
licensee(s) to the extent that TCP uses or permits other persons or entities to
sell PRODUCTS under any kind of licensing and/or restricted marketing
arrangement.
1.04 "NET SALES" shall mean SELLER'S gross selling price of PRODUCTS,
less the following items: (i) trade
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discounts actually deducted, (ii) credits actually deducted for PRODUCTS
returned, and (iii) taxes, if any, collected and remitted by the SELLER.
1.05 "KNOW-HOW" shall mean and includes ANY AND ALL INFORMATION
disclosed by PRACTICAL to TCP in one of the following form: oral - confirmed in
writing, written, graphic, and/or sample form, or which is obtained by TCP from
access to a facility of PRACTICAL, and such information is related to: PATENT
MATTER; PRODUCTS; manufacture; use; sale of PRODUCTS; electronic lighting;
electronic ballasts for gas discharge lamps; gas discharge lamps; market of
lighting; market research and studies; competitive analysis; and other related
information.
1.06 "TERRITORY" shall means and include: all countries of the world.
2. GRANT
Subject to termination and modification rights retained herein,
PRACTICAL hereby grants and transfers to TCP non-exclusive rights to
manufacture, use and sale of PRODUCTS, as defined above.
3. WARRANTY
PRACTICAL warrants that: to the best of its knowledge it owns all
right, title and interest in or to the PATENT MATTER, and (i) it does not know
of any right, title or interest of, any person or entity other than PRACTICAL in
or to the PATENT MATTER.
No warranties other than as specifically stated herein the expressed or
implied relative to the PATENT MATTER and/or relative to any rights that any
third party may assert in respect to the manufacture, use or sale of PRODUCTS.
4. LICENSE FEE AND ROYALTIES
4.01 Licensing Fee ("LF"):
TCP shall pay PRACTICAL a nonrefundable - Licensing Fee (LF) in the sum
of Two Hundred Fifty Thousand Dollars (US $250,000) upon execution of this
AGREEMENT.
4.02 Monthly Total Royalty Amount ("MTRA"):
In addition to the License Fee, TCP shall pay PRACTICAL a nonrefundable
royalty as follows:
- For each and every calendar month during the term of this AGREEMENT
and/or as long as PRODUCTS are sold by SELLER, the Monthly Total Royalty Amount
(MTRA) paid to PRACTICAL shall equal to: Twenty Five Cents ($US0.25) multiplied
by the total number of units of PRODUCTS sold during that particular month.
However, in no case shall the Monthly Total Royalty Amount (MTRA) be less than
four percent (4%) of the NET SALES of the particular month.
4.03 Monthly Minimum Royalty Payments ("MMRP"):
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Notwithstanding the amount of NET SALES, TCP shall pay to PRACTICAL
the Monthly Minimum Royalty Payments (MMRP) according to the following
schedule:
For each and every calendar month during the term of this AGREEMENT
and/or as long as PRODUCTS are sold by SELLER, the "Monthly Minimum Royalty
Payment" shall be paid on or before the last day of the following month, and
shall be equal to:
A) Two Thousand Dollars ($US2,000.00) per each month of the First Six
Calendar Months ("FSCM") following a calendar month in which the sale of
PRODUCTS reached for the first time One Thousand (1,000) units or more;
B) Four Thousand Dollars ($US4,000.00) per each month of the Second
Six Calendar Months ("SSCM") following the First Six Calendar Months (FSCM);
C) Six Thousand Dollars ($US6,000.00) per each month of the Second
Twelve Calendar Months ("STCM") following the First Six Calendar Months (FSCM)
and the Second Six Calendar Months (SSCM), and
D) Eight Thousand Dollars ($US8,000.00) per each month of the Third
Twelve Calendar Months ("TTCM") following the Second Twelve Calendar Months
(STCM) and any calendar months thereafter.
4.04 Monthly Additional Royalty Payments ("MARP"):
In addition to the payments of Monthly Minimum Royalty Payments (MMRP),
for each and every calendar month, on or before the last day of the month
following such calendar month, TCP shall pay to PRACTICAL a "Monthly Additional
Royalty Payment", if any. For each calendar month, this Additional Payment shall
be equal to the difference between:
- the "Monthly Total Royalty Amount" calculated for that particular month, as
provided in Paragraph 4.02, and
- the "Monthly Minimum Royalty Payment" paid to PRACTICAL, as provided in
Paragraph 4.03.
4.05 Payments according to paragraphs 4.02, 4.03, 4.04 shall be made
for as long as either: (i) the PRODUCTS are covered by at least one claim of one
of PRACTICAL's pending or issued unexpired U.S. patents, or (ii) the PATENT
MATTER contains at least one pending or issued unexpired U.S. patent, or (iii)
the PRODUCTS sold have been Developed, and/or Engineered, and/or Designed, and
provided by PRACTICAL to TCP, (iv) or PRODUCTS have been developed by TCP
based on, or derived from: (i) PATENT MATTER and/or KNOW-HOW, or (ii) any
product Developed, and/or Engineered, and/or Designed, and/or provided by
PRACTICAL to TCP.
5. OTHER PROVISIONS
5.01 PRACTICAL will provide to TCP the following:
- provide engineering expertise along with complete and detailed designs
including schematic diagram and Xxxx
Xxxx 3
of Material of each PRODUCT model, as described and scheduled in
EXHIBIT TWO;
- assist with selection of production materials and components for each
PRODUCT model;
- assist with selection of suppliers and supplier relation development
along with coordination of custom parts development;
- assist with coordination of all necessary regulatory approvals;
In order for PRACTICAL to provide the required services, TCP will pay
all expenses of PRACTICAL including: all approved in writing by TCP travel
expenses, shipping expenses, parts purchasing expenses, third party costs of
special custom parts development design.
5.02 PRACTICAL will be not obligated to provide any service to TCP
whenever TCP is not in compliance with any Paragraph of this AGREEMENT at the
time and written notice is given under paragraph 5.04 and TCP has not remedied
the default. Accordingly, in the event that any monthly royalty payment made to
PRACTICAL falls below the Monthly Minimum Royalty Payment as specified herein
above, or in the event that TCP did not comply with paragraph 5.22 of this
AGREEMENT, PRACTICAL shall have the right to withdraw permanently, by giving
written notice and providing that TCP has not remedied the default as permitted
in paragraph 5.04, the rights granted hereunder will be revoked permanently, and
PRACTICAL shall not be obligated to provide to TCP any further service work, as
outlined above, and TCP shall pay PRACTICAL, within 15 days from the date of the
written notice, the balance of the royalty due at the time.
5.03 In the event that: (i) the license granted hereunder is terminated
as per paragraph 5.04 and SELLER continues to sell PRODUCTS, then TCP shall
nevertheless remain obligated to make monthly Royalty Payments to PRACTICAL
according to paragraphs 4.02, 4.03, 4.04. Furthermore, in such event PRACTICAL
shall retain the rights defined in paragraph 5.22.
5.04 If either party shall be in default in any terms of this
AGREEMENT, the other party may give written notice of its intention to terminate
this AGREEMENT, specifying such default. Unless the default is not remedied
within thirty (30) days after the date of receipt of such notice, this AGREEMENT
shall terminate as of the expiration of such thirty (30) day period.
5.05 If any payment due under this AGREEMENT is not timely paid, then
the unpaid balance shall bear interest until paid at an annual rate of 15% until
the delinquent balance is paid. Such interest shall be compounded monthly.
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5.06 TCP may transfer or assign any or all of its rights and
obligations under this AGREEMENT, provided however that PRACTICAL approves each
such transfer in writing and PRACTICAL received a reasonable consideration
therefor. The nature and amount of this consideration must be acceptable to both
TCP and PRACTICAL.
5.07 If TCP plans to grant any sublicenses hereunder of the nature
contemplated by paragraph 5.06 above, it shall notify PRACTICAL immediately
about any such plans or grants before such grant take effect, and shall provide
PRACTICAL with a true copy of any sublicense agreement. Any and all sublicensees
of TCP under this AGREEMENT shall be bound by all of the terms applying to TCP
hereunder and TCP shall be responsible for obligations and duties of any of its
sublicensees.
5.08 TCP hereby warrants that it will not acquire any new technologies
and/or inventions related to electronic ballasts or hybrid (magnetic-electronic)
ballast for gas discharge lamps by entering into a some form of licensing
agreement with any third party other than PRACTICAL - without first making a
formal written request to PRACTICAL. If PRACTICAL is not willing or is unable
to provide such new technology (competitive design having a competitive cost) to
TCP within sixty (60) days of PRACTICAL's receipt of TCP's request on terms
mutually acceptable to TCP and PRACTICAL, then TCP shall have the right to
acquire the technology from any other third party.
5.09 TCP shall xxxx all PRODUCTS with the legend "Patent Pending" until
any patent(s) issue from the PATENT MATTER. When any patent(s) issue, PRACTICAL
shall promptly notify TCP and thereafter TCP shall xxxx all PRODUCTS with
proper notice of patent marking under 35 U.S.C. Section 287. This will only
apply to PRODUCTS sold under TCP owned brand and/or trade names.
5.10 If either party discovers that the PATENT MATTER is infringed upon
by a third party, it shall communicate the details to the other party. TCP shall
thereupon have the right, but not the obligation, to take whatever action he
deems necessary, including the filing of lawsuits, to protect the right of the
parties to this AGREEMENT and to terminate such infringement. PRACTICAL shall
cooperate with TCP, but all of TCP's expenses due to actions initiated by TCP
shall be borne by TCP. Upon resolution of any of such action of TCP, by final,
non-appealable judicial order or settlement or otherwise, the proceeds which may
be awarded in the final resolution shall be distributed as follows: all third
party (outside) legal expenses of TCP associated with such action shall be paid
first from the amount of award, and any amount left above such expenses shall be
divided equally between TCP and PRACTICAL.
5.11 In the event that TCP receives notice that a PRODUCT infringes the
patent rights of others, and TCP
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decided to continue sell PRODUCTS, notwithstanding the amount of NET SALES, TCP
shall pay, without interruptions, any and all amounts due PRACTICAL under this
AGREEMENT, into an interest-bearing escrow account. PRACTICAL shall not be paid
any royalty payments if TCP is forced and decided, in view of the notice, not to
sell PRODUCTS and actual NET SALES are equal to zero U.S. Dollars ($US0.0). The
money placed into the escrow account shall not be used to pay any expenses of
TCP associated with defensive or offensive action in such event.
Upon resolution of any such action, by final, non-appealable judicial
order or settlement or otherwise, the proceeds from the escrow account shall be
distributed as directed or agreed in any such final resolution.
5.12 Except as specified in paragraph 3, nothing herein shall be
construed as a warranty or representation by PRACTICAL as to the scope or
validity of the PATENT MATTER of any patent(s) issuing thereon. TCP, as the
manufacturer of PRODUCTS, will be solely responsible for defending any claims
against it for design defect or patent infringement claims arising from the
manufacture, sale or use of all models of PRODUCTS. TCP will also defend and
hold PRACTICAL harmless against any such claims for damages and TCP will not xxx
PRACTICAL as a result of any such claim. In the event of any such proceeding
against PRACTICAL, it will be pursued in accordance with the requirements of
paragraph 5.20 hereof.
5.13 TCP and PRACTICAL hereby agree to effectively cooperate, to the
best of their abilities, in the process of design, verification, qualification
for manufacturing and sale or use of all models of PRODUCTS. In the event that
TCP receives notice that a PRODUCT infringes the patent rights of others,
PRACTICAL and TCP agree to effectively cooperate and produce the best possible
defensive position, and PRACTICAL further agrees, to the best of his abilities,
to help TCP in preparation of the defensive position, and PRACTICAL agrees to
deliver to TCP, if possible, alternate designs of PRODUCTS to avoid the
infringement and permit TCP to manufacture and sell PRODUCTS.
5.14 If TCP shall go into receivership, bankruptcy, or insolvency, or
make an assignment for the benefit of creditors or go out of business, this
AGREEMENT shall be immediately terminable by PRACTICAL by written notice, but
without prejudice in regards to any rights of PRACTICAL hereunder.
5.15 This AGREEMENT shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns
including any and all worldwide subsidiaries, affiliates, suppliers, customers,
and legal representatives.
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5.16 PRACTICAL hereby directs TCP to make all payments due PRACTICAL
under this AGREEMENT payable to "Practical Innovations, Inc" by a check or wire
transfer to a designated bank account at any U.S. Bank.
5.17 Neither TCP nor PRACTICAL shall challenge or contest the validity
of this AGREEMENT. TCP agrees and warrants that TCP or any SELLER will not
challenge or contest the validity of any patent applications or issued patents
owned by or assigned to PRACTICAL or Xxxxxxx Xxxxx.
5.18 In the event that either party hereto shall be required, or shall
deem it necessary or advisable, to give notice to the other party, such notice
shall be served upon the other party by depositing said notice in the United
States mail, postage paid certified mail with return receipt requested, and
addressed to:
Xxxxx Xxx, President
Technical Consumer Products, Inc.
00000 Xxxxxxxxxx Xx., Xxxx X
Xxxxxxxxx, Xxxx 00000
or
Xxxxxxx Xxxxx, President
Practical Innovations, Inc.
000 Xxxxxx Xxxxx
Xxx Xxxxxxx, Xxxxxxxx 00000
as appropriate. Any notice so given shall be deemed received on the third
business day following its deposit in the U.S. mail. Either party hereto may
change the address at which such party shall receive notices hereunder by
giving notice of such change of address to the other party hereto in accordance
with the provisions of this paragraph.
5.19 TCP may cancel all its rights and obligations under this
AGREEMENT at any time provided if it so cancels: (i) TCP shall keep in
confidence any and all proprietary information received from PRACTICAL under or
in connection with this AGREEMENT; (ii) TCP shall pay to PRACTICAL all payments
due under this AGREEMENT up to the time of cancellation; and (iii) TCP shall
refrain from manufacturing, use, sale and/or marketing PRODUCTS, as well as
from using the PATENT MATTER in any way, except sale of current inventories for
which royalties shall be paid as provided hereunder.
5.20 If any dispute arises under this AGREEMENT, the parties shall
negotiate in good faith to settle such dispute. If the parties cannot resolve
such dispute themselves, then they shall submit the dispute to arbitration by
any mutually-acceptable arbitrator. If no arbitrator is mutually acceptable,
then the parties shall submit the matter to arbitration under the rules of the
American Arbitration Association ("AAA"). Under any arbitration, both parties
shall cooperate with and agree to
Page 7
abide finally by any decision of the arbitration proceedings. If the AAA is
selected, the arbitration shall take place under the auspices of the nearest
branch of the AAA convenient to both parties. The cost of the arbitration
proceedings shall be born according to the decision of the arbitrator, who may
apportion costs equally, or in accordance with any finding of fault or lack of
good faith of either party. The arbitrator's award shall be non-appealable and
enforceable in any court of competent jurisdiction.
5.21 TCP shall use its best effort to maintain in confidence all
proprietary matters associated with the PATENT MATTER and/or PRODUCTS, as well
as any other Proprietary or Confidential Information or Trade Secrets
("PROPRIETARY MATTER") provided by PRACTICAL in connection with this AGREEMENT.
To the extent reasonably necessary, PROPRIETARY MATTER may be disclosed
to those employees or agents of TCP who are reasonably required to have access
to the PROPRIETARY MATTER in order to accomplish TCP's manufacturing, sale
and/or marketing of the PRODUCTS. However, any disclosure of PROPRIETARY MATTER
to an employee of TCP shall be made under circumstances whereby such employee
signs a confidentiality agreement and understands its obligation to maintain in
confidence all PROPRIETARY MATTER received from TCP or PRACTICAL.
5.22 TCP shall keep accurate records of all operations under this
AGREEMENT, and shall furnish to PRACTICAL written MONTHLY STATEMENTS OF SALES.
These statements shall include monthly data as follows:
1. Total Quantity of units of PRODUCTS sold during the month, list each model
separately
2. Total of Gross Sales for the month with listed amounts for each PRODUCT
model separately
3. Total of all Discount actually deducted, with listed amounts for each
discount category
4. Total deductions for sales returns, with listed amounts for each PRODUCT
model separately
5. Total of NET SALES for the month
6. Monthly Total Royalty Amount based on NET SALES, equal to Four Percent
(4%) of NET SALES
7. Monthly Total Royalty Amount based on quantities sold, equal to a result of
multiplication of Twenty Five Cents times Total Quantity (as per "1" above)
8. Monthly Minimum Royalty due, as per Paragraph 4.03 of this AGREEMENT
9. Amount of Royalty due PRACTICAL for the month, equal to:
- the amount stated in "8", if "8" is lager than "6" or "7",
or
- larger of the amounts stated in "6" or "7"
These statements are to be provided to PRACTICAL together with monthly Royalty
Payments according to paragraph 4.02. Also, PRACTICAL shall have the right, at
his own expense and not more often than quarterly, to have TCP's books
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examined by Certified Public Accountant ("CPA") for the purpose of verifying
the Monthly Statements of Sales. In the event that variance of at least ten
percent (10%), damaging PRACTICAL, is found between TCP's statements and
findings of the CPA, then TCP will pay to PRACTICAL within 30 days the amount
equal to three times of the variance plus all costs of the audit fees charged by
the PRACTICAL's CPA, and fully cooperate with the CPA in regards to any and all
requested documents related to, but not limited to, any and all past statements
delivered to PRACTICAL by TCP. For the purpose of verifying the statements, TCP
agrees to inform PRACTICAL in writing, within 15 days, about any and all
additional, contracted, leased, controlled or owned by TCP, manufacturing or
warehousing sites and locations, that assemble, sub-assemble, ship, or sell
PRODUCTS.
5.23 PRACTICAL will deliver to TCP, on execution of this AGREEMENT,
copy of the patent application covering the PATENT MATTER. TCP will maintain
such materials, as PROPRIETARY MATTER, in strict confidence.
5.24 This AGREEMENT shall be construed and interpreted in accordance
with the laws of the State of Illinois.
5.25 This AGREEMENT may be altered or amended except in writing, signed
by the parties hereto or their respective successors and assigns. This AGREEMENT
supersedes all other negotiations and discussions between the parties regarding
the subject matter hereof.
5.26 TCP represents and warrants that the execution and delivery by it
of this AGREEMENT has been authorized by appropriate action of its Board of
Directors in accordance with provisions of law and its by-laws.
IN WITNESS WHEREOF the parties hereto have duly executed this AGREEMENT
on the day and year first above written.
Technical Consumer Products, Inc. (TCP)
Signed per our conversation of
June 18, 1996, A.M., with 30 day
By: /s/ Xxxxx Xxx 6/18/96 grace period for review by attorney
---------------------------------
Xxxxx Xxx, President
Practical Innovations, Inc.
By: /s/ Xxxxxxx Xxxxx 6/18/96
----------------------------------
Xxxxxxx Xxxxx, President
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EXHIBIT ONE
This EXHIBIT ONE, relates to an Agreement between Technical Consumer
Products, Inc., an Ohio corporation, and Practical Innovations, Inc., a Delaware
corporation dated June __, 1996, and relates to Electronic Ballasts for gas
discharge lamps.
The words printed in capital letters and used herein shall have the
same meaning as they have in the AGREEMENT identified above.
This EXHIBIT ONE defines the term PATENT MATTER referred to in said
AGREEMENT and shall be considered as part of that AGREEMENT.
The term PATENT MATTER is defined as invention and all its teachings,
embodiments and modifications as described in the following U.S. Patent
Application filed on May 30, 1996:
TITLE:
"ELECTRONIC BALLAST FOR GAS DISCHARGE LAMP HAVING PRIMARY AND AUXILIARY
RESONANT CIRCUITS".
INVENTOR:
Xxxxxxx Xxxxx, 000 Xxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxx, 00000, U.S.A., Citizen:
U.S.A., President of PRACTICAL
The "Abstract" of the above patent application is attached hereto and
is a part of this EXHIBIT ONE.
This EXHIBIT ONE is mutually accepted and agreed-to by TCP and
PRACTICAL; and shall constitute an integral part of subject AGREEMENT.
Accepted and Agreed-to:
on behalf of PRACTICAL:
/s/ Xxxxxxx Xxxxx 6/18/96
---------------------------------- ---------------
Xxxxxxx Xxxxx, President Date
Accepted and Agreed-to
on behalf of TCP:
/s/ Xxxxx Xxx 6/18/96
---------------------------------- ---------------
Xxxxx Xxx, President Date
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EXHIBIT TWO
This EXHIBIT TWO relates to an AGREEMENT between Technical Consumer
Products, Inc. an Ohio corporation, and Practical Innovations, Inc. a Delaware
corporation, dated June ...., 1996, which relates to Electronic Ballasts for gas
discharge lamps.
The words printed in capital letters and used herein shall have the same
meaning as they have in the AGREEMENT identified above.
PRACTICAL will provide under this AGREEMENT designs of the following models
of ballasts:
Pos. Voltage(V) Lamp Type&Power Approx. Xxx.Xxxx:
--------------------------------------------------------------------------------
1. 120V Circle-32W June 18, 1996
2. 120V Circle-22W June 30, 1996
3. 120V FO32T8-32W July 15, 1996
4. 120V Triple-26W July 15, 1996
5. 120V Triple-18W July 31, 1996
6. 120V Quad 13W July 31, 1996
7. 120V Panas FDL27LE August 31, 1996
8. 120V Panas FDL22LE August 31, 1996
9. 120V 2D 38W August 31, 1996
10. 120V 2D 28W August 31, 1996
12. 120V Osram 11W-Europ. September 30, 1996
13. 120V Linear T5, 28W September 30, 1996
14. 120V Linear F13T5-13W September 30, 1996
15. 120V Linear T5, 14W September 30, 1996
16. 120V Linear F15T8-15W October 31, 1996
17. 120V Linear F025T8-25W October 31, 1996
***
PRACTICAL will provide total of Forty Eight (48) models within time period from
June 18, 1996 to June 30, 1997. The remaining models descriptions to complete
the above list will be gathered by TCF within 30 days of this AGREEMENT, and
attached to this AGREEMENT in the form of EXHIBIT THREE.
In the event that, TCP will require other types of models to be designed by
PRACTICAL, after the June 30, 1997 date, the "Monthly Minimum Royalty Payment"
will increase, Five Hundred Dollars ($500) per each additional model delivered
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by PRACTICAL, as of the following month after the delivery of such model.
The delivery of the above models will constitute of the following:
A. Parts List - Xxxx of Material
B. One prototype made on any size prototype board.
C. Coils Specifications
This EXHIBIT TWO is mutually accepted and agreed to by TCP and PRACTICAL;
and shall constitute an integral part of the subject AGREEMENT.
Accepted and Agreed to:
on behalf of PRACTICAL
/s/Xxxxxxx Xxxxx 6/18/96
---------------------------------------- --------------------
Xxxxxxx Xxxxx, President Date
Accepted and Agreed to
on behalf of TCP:
By:/s/Xxxxx Xxx 6/18/96
------------------------------------- --------------------
Xxxxx Xxx, President Date
