MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM, effective this 1st day of October, 1996 is
entered into by and among Mitsui & Co. (U.S.A.), Inc., having its
principal place of business at 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000
("MITSUI"), Xxxxxx Xxxxxxx Environmental Corporation, having its
principal place of business at 0000 Xxxx Xxxxxx Xxxx, Xxxxxxxxx, XX
00000 ("XXXXXX XXXXXXX"), and Innotek Corporation, having its
principal place of business at 000 Xxxxxx Xxxxxx, Xxxxxx Xxxx, XX
00000 ("INNOTEK").
WHEREAS, INNOTEK owns the exclusive licensing rights worldwide
pursuant to an agreement with Battelle Memorial Institute (BMI) to
develop, market and commercialize the sludge-to-oil reactor system
(STORS: Combined Patent No. 5,433,868)), nitrogen removal process
(NitRem: Combined Patent No.'s 5,221,486, 5,118,447, 5,433,868),
both process technologies, and the dual-shell pressure balanced
vessel (DSR: Patent No. 5,167,930), a hardware technology, for
industrial and municipal water/waste water treatment and other
applications, all of which are collectively referred to as "the
Technologies"; and
WHEREAS, XXXXXX XXXXXXX has the experience and engineering
capability to design, construct and operate municipal waste water
facilities and other similar such facilities worldwide; and
WHEREAS, MITSUI a multi-diversified, international company
with diplomatic relationships with certain foreign governments,
including but not limited to the countries of Brazil, Mexico and
Peru; and
WHEREAS, INNOTEK, XXXXXX XXXXXXX and MITSUI are interested in
entering into this Memorandum Of Understanding for the purpose of
setting forth guidelines for discussion of business opportunities
for the application of STORS, NitRem and the Dual-Shell Reactor for
municipal waste water projects within the countries of Brazil,
Mexico and Peru; and
NOW THEREFORE, in consideration of the foregoing and the
mutual covenants contained herein, it is agreed between the Parties
as follows:
1. The terms set forth in this Memorandum Of Understanding
are for discussion purposes only, and are intended only to set
forth the likely roles of the Parties in connection with any
business ("Business") Involving the Technologies. Except as
provided for under xxxxxxxxx 0, xxxx of the Parties hereto shall
actually have any obligations with respect to the Technologies or
otherwise by virtue of entering into this Memorandum Of
Understanding, and no Party hereto shall have any such obligations
unless and until it enters into a written agreement setting forth
such obligations.
2. In connection with any Business it is contemplated that
INNOTEK would provide the rights to use the Technologies for
projects jointly in the countries of Brazil, Mexico and Peru. In
addition, INNOTEK would assist in the design of the projects in
those areas relating specifically to the Technologies.
3. In connection with any Business it is contemplated that
XXXXXX XXXXXXX would have the responsibility for the design,
construction, and where agreed upon, operation of the Technologies
at the identified projects, for which XXXXXX XXXXXXX would be
designated the project prime contractor.
4. In connection with any Business it is contemplated that
MITSUI would have the responsibility to gather information related
to identifying specific water/waste water treatment projects or
opportunities within the countries of Brazil, Mexico and Peru for
application of the Technologies. Further MITSUI might seek to
arrange financing and funding for such projects identified.
5. Each Party shall be responsible for its own expenses
incurred in connection with discussions or activities taken in
connection with this Memorandum Of Understanding.
6. Each Party shall maintain all proprietary information
furnished by the other Parties in conjunction with this Memorandum
Of Understanding in confidence and in accordance with the terms of
any and all other Proprietary Information and/or Secrecy Agreements
that may have been previously entered into by or between the
Parties.
In Witness Whereof, the Parties, have caused the agreement to
be duly executed effective the day and year first written.
MITSUI & CO. (U.S.A.) INC. INNOTEK CORPORATION
Signature: /s/ Shobazo Maurayama Signature: /s/ Xxxxxx Xxxxxx
----------------------- --------------------
Name/Title: Vice President & Name/Title: Xxxxxx Xxxxxx, CEO
General Manager
Date: October 8,1996 Date: September 23, 1996
XXXXXX XXXXXXX ENVIRONMENTAL CORPORATION
Signature: /s/ Xxxxxxx Xxxxxxxxxx
-------------------------
Name/Title: Senior Vice President,
Xxxxxxx Xxxxxxxxxx
Date: September 30, 1996
