EXHIBIT 10.1
JOINT DEVELOPMENT AND
ROYALTY AGREEMENT
THIS AGREEMENT is made and entered into this 15th day of November 2003 by and
between SCIENTIFIC ENERGY, INC. a Utah corporation ("SEI"), and Grandway USA,
Inc., a Utah corporation. (Grandway).
RECITALS
1. SEI is the owner of intellectual property (products).
2. SEI desires Grandway USA, Inc. to complete the patent process on and market
the Inventions. SEI is willing to have Grandway USA, Inc. consider the
commercialization of the Inventions for certain consideration.
Inventions
1. Electroluminescence Power Cell (for Lap-Top Computer)
2. Solenoid Pump
3. Solar Powered Fishing Tackle Box
4. Flasher Beacon
5. Electroluminescence Power Cell (for Portable T.V.)
6. Rapid-Hot Water Heater (120 volt)
7. Rapid-Hot Water Heater (12 volt)
8. Hydraulic Solenoid Solar-Powered Pump
9. Solar Powered Camping Lights
10. Solar Powered Survival Lantern With ELT
11. Solar Powered Lantern With Flashing Strobe
12. Solar Powered Barricade Light
13. Turbine Generator
14. Hydrogen Powered Generator System
15. Speedy Sputter with Solenoid Drive
16. Solenoid Pump for Diesel Motors
17. Flexible Socket Extension
18. Spring Loaded Magnetic Socket-wrench
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AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Assignment to Grandway USA, Inc.: Upon completion, production and
commercialization of the above referenced inventions SEI agrees to license and
convey to Grandway USA, Inc., and Grandway USA, Inc. agrees to license from SEI,
the following:
A. All right, title and interest of SEI in and to that certain products
referred to as the Inventions, together with all trademarks, patents,
and all powers and privileges relating thereto, and any and all
modifications, improvements, enhancements, variations, and alterations
relating thereto. It is intended that this Agreement will cover all
succeeding generations of this product. Grandway USA, Inc. shall
reserve the right to change the name or use it as they deem necessary.
B. All right title and interest of SEI in all existing and future
marketing rights, lists of customers, accounts and sales leads,
manufacturing processes, drawings, and expertise involved in
connection with said Inventions.
2. Patent Applications: Grandway USA, Inc., by this Agreement, agrees to be
responsible for advising SEI about the prosecution of the patent applications
covering the inventions which are the subject matter of this Agreement in the
United States to allowance, final judgement, refusal or abandonment. Grandway
USA, Inc. may terminate this Agreement upon thirty (30) days written notice to
SEI, if Grandway USA, Inc. determines in its' sole discretion that the
prosecution of the patents is not likely to be successful, or continuing the
production and marketing of the product is not cost effective to Grandway USA,
Inc. SEI, at his sole option retains the right to select any foreign countries
as he elects to pay for and file patent applications in. Only under separate
agreement, as may be negotiated, shall Grandway USA, Inc. obtain any patent
rights granted in such foreign country. Except Grandway USA, Inc. is hereby
granted a right of first refusal to acquire such further and select foreign
rights. SEI while negotiating with a third party or parties for such foreign
rights agrees to keep Grandway USA, Inc. informed of such negotiations and will
notify Grandway USA, Inc. of any offers or proposals from such third parties.
Grandway USA, Inc. shall have ten (10) business days to meet such offer or
proposal, with Grandway USA, Inc.'s failure to fully meet such offer or proposal
forever terminating this right of first refusal.
Should this Agreement be terminated, as set out above, at the request
of Grandway USA, Inc., Grandway USA, Inc., at their expense will
promptly execute appropriate documents for transferring any title to
SEI as they may have acquired to issued patents and patent
applications, and shall turn over to SEI all materials associated
therewith and shall, at the request of SEI, and at SEI expense,
cooperate with SEI in continuing the prosecution of such patent
application or applications and will take all reasonable steps
necessary to protect and preserve such patent rights to the benefit of
SEI.
3. Trademarks: Grandway USA, Inc., whether with or without the input of SEI, may
adopt a trademark or trademarks covering units of the Inventions. Upon
termination, Grandway USA, Inc. agrees that such marks as have become identified
with the subject matter of this Agreement shall be conveyed by separate
assignment to SEI, which assignment shall include a conveyance of the rights
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of Grandway USA, Inc. shall have acquired in such xxxx or marks, that will
expressly include the goodwill associated therewith. This Trademark Assignment
will be made without cost to SEI and shall be executed in conjunction with other
assignments and conveyances and reconveyance of the rights called for herein.
4. Royalty: Grandway USA, Inc. hereby agrees to pay to SEI a royalty on all
sales of the Inventions which royalty shall be as follows:
A. Grandway USA, Inc. shall pay SEI a royalty of 15% of Net Sales, (as
defined below) for each unit of the Inventions sold by Grandway USA,
Inc. Net Sales shall be deemed to be the gross sales price of a unit
less the cost of freight, freight insurance and sales taxes. Net Sales
of the Inventions shall be deemed to have been completed which shall
trigger the royalty obligation, when Grandway USA, Inc. has received
payment for the units sold. No royalty shall be due on any sale until
Grandway USA, Inc. receives payment for the order to which the sale
relates.
B. Royalties due hereunder shall be paid on a calendar quarter basis and
shall be paid within thirty (30) days after the end of each calendar
quarter for sales for which payment was received within that calendar
quarter. The four calendar quarters shall be the period of January 1st
through March 31st as the first calendar quarter, April 1st through
June 30th shall be the second calendar quarter, July 1st through
September 30th shall be the third calendar quarter and October 1st
through December 31st shall be the fourth calendar quarter.
C. With each royalty payment, Grandway USA, Inc. shall deliver to SEI a
statement which shall show in detail (I) the number of units sold
during the preceding calendar quarter, (ii) the gross selling price of
the units and the deductions which Grandway USA, Inc. has taken for
freight, freight insurance and sales taxes, (iii) the amount of
royalties payable to SEI as a result of such sale, and (iv) any other
information reasonably requested by SEI regarding sales of the
Inventions which will allow SEI to reasonably determine the basis upon
which the royalty is being paid. Any information provided to SEI by
Grandway USA, Inc., pursuant to this paragraph (C) or any other
paragraph of this Agreement, shall be deemed confidential and
privileged information of Grandway USA, Inc. and is secret and
proprietary and of great value to Grandway USA, Inc. SEI' use of the
information provided herein shall only be for the sole and exclusive
purpose of enabling SEI to determine the basis upon which a royalty is
being paid.
D. Grandway USA, Inc. shall at all times keep accurate and complete
records showing all sales of the Inventions and shall cause the same
to be kept in sufficient detail to enable royalties payable hereunder
to be determined and to be checked by representatives of SEI. Grandway
USA, Inc. shall allow SEI, or a representative of SEI, access to all
of Grandway USA, Inc.'s records regarding the Inventions as may be
necessary in SEI' reasonable opinion to determine Grandway USA, Inc.'s
compliance with this Agreement and the accuracy and completeness of
reports, statements and payment to be made hereunder. All such records
of Grandway USA, Inc. shall be retained for a period of at least two
(2) years after the royalties to which such records relate have
accrued and been paid. Grandway USA, Inc. shall, upon two working
day's prior request, during normal business hours, provide reasonable
access to such records to SEI or an independent accounting firm or
such other agent of XXX,
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as SEI shall designate, for purposes of investigation of the
royalties, manufacturing and other operations related to sales of the
Inventions.
E. If, at any time, SEI' examination of the records of Grandway USA, Inc.
shall show that a royalty paid to SEI is in error by 5% or more, then
Grandway USA, Inc. shall be obligated to pay all of the costs incurred
by SEI in examining the books of Grandway USA, Inc. and all costs
associated with SEI' efforts to obtain full royalty due including
reasonable attorney's fees. Upon determining that an underpayment of
the royalties has been made, Grandway USA, Inc. shall immediately
remit such underpayment to SEI.
F. The obligation of Grandway USA, Inc., its successors or assigns, to
pay royalties to SEI continues after the expiration of this Agreement
for so long as is necessary to account for all royalties due under
this Agreement for contracts or sales commitments made during the term
of this Agreement but for which payment will be received by Grandway
USA, Inc. after the termination of this Agreement.
G. Any payment due by Grandway USA, Inc. to SEI, if not paid when due,
shall immediately begin to accrue interest from the due date until
paid at the published prime rate or base rate of Zions First National
Bank, N.A. of Salt Lake City, UT, plus 3%, which interest shall be
compounded monthly, until paid. All royalty payments shall be made or
sent to SEI or his successors or assigns at 000 Xxxxx 000 Xxxx, Xxxx
Xxxx Xxxx, Xxxx, 00000, or such other address as SEI may specify from
time to time pursuant to the notice requirements hereof. All payments
shall be applied first to accrued interest and then to the amount of
the royalty due.
H. Notwithstanding any other agreement herein to the contrary, Grandway
USA, Inc. agrees that during each calendar year Grandway USA, Inc.
will pay SEI a yearly minimum royalty of $1000.00 in order to maintain
exclusive manufacturing and marketing rights for the Inventions in the
United States and in foreign jurisdictions acquired pursuant to the
provisions of Section 2 hereof. Grandway USA, Inc. shall be entitled
to subtract from said minimum royalty, all royalties paid by Grandway
USA, Inc. to SEI which are attributable to sales receipts during that
calendar year as specified in Sections 4(A) and 4(B) hereof. The
minimum royalty for each calendar year shall be due and payable in
full within thirty (30) days after the end of each calendar year. Any
amount of the minimum royalty not paid when due shall bear interest
from the due date until paid at the same rate as specified in
paragraph 4(G) hereof. All payment shall be applied first to accrued
interest and then to the royalty payment due. In the event that the
yearly minimum royalty is not paid after 30 days written notice from
SEI, the exclusive manufacturing and marketing rights shall be
canceled. Grandway USA, Inc. shall cease further manufacturing and
marketing except to liquidate product as defined in Section 5(D).
5. Security Interest: Grandway USA, Inc., for itself, its successors and
assigns, hereby grants to SEI a security interest in the Inventions, know as the
above referenced inventions listed in paragraph "Recitals" above, and all
preferred embodiments of said Inventions as disclosed in the Unites States
Patent Application. The security interest granted hereby shall include, but not
be limited to, all of Grandway USA, Inc.'s right, title and interest in the
Inventions as described in the Unites States Patent Application and in all
divisions, continuations and continuations in part of said Application, or
reissues or extensions of letters of patent or patents granted thereon and in
all
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corresponding applications filed in the United States and all patents issued
thereon in the United States. All of the above is hereinafter referred to as the
"Collateral".
A. Grandway USA, Inc. hereby warrant that there is no financing statement
now on file in any public office covering the Collateral or any of the
proceeds thereof and so long as any royalties remain unpaid, Grandway
USA, Inc. shall not execute or file a financing statement or security
agreement covering the Collateral to anyone other than SEI, except for
financing statements or security agreements to Grandway USA, Inc.'s
line of credit lender or other lenders, which security interests shall
be junior to the security interest of SEI. Grandway USA, Inc. agrees
to sign or deliver one or more or other instruments as SEI may from
time to time require to comply with the requirements of the Utah
Uniform Commercial Code, the commercial code of any other state or
country or to properly evidence the security interest of SEI in the
United States Patent Office or anywhere else where a filing is
required to make a record, preserve, perfect or protect the first
priority security interest in the Collateral granted by this security
agreement to SEI or to enforce the security interest of SEI, and
Grandway USA, Inc. shall pay all costs of filing such statements or
instruments. If Grandway USA, Inc. does not execute such reasonable
agreements, as SEI shall request, SEI is hereby authorized to sign
such statements or instruments on behalf of Grandway USA, Inc. and
Grandway USA, Inc. hereby consents to the filing of such statements
executed by SEI.
B. If Grandway USA, Inc. fails to make any payment or perform any acts
required by this Agreement or to take acts which SEI reasonably deems
advisable or necessary to preserve the Collateral or priority or
perfection of SEI' security interest, SEI may advance funds for the
same and Grandway USA, Inc. shall immediately be obligated to
reimburse SEI for all advances so made and such advances shall be
deemed part of the Collateral and secured hereby and shall be
immediately payable to SEI. All payments required to be made in this
Section 5(B) or in Section 5(A) shall be paid within ten (10) days of
Grandway USA, Inc.'s receipt of an invoice from SEI and if not paid by
such date shall immediately bear interest at the rate specified in
Section 4(G) until paid. All payments shall be applied first to
accrued interest and then to the amount due.
C. Grandway USA, Inc. shall be in default hereunder if any of the
following events shall occur:
(I). Grandway USA, Inc. fails to pay when due any amounts due by
Grandway USA, Inc. to SEI at the time and in the manner required
hereunder;
(ii).Grandway USA, Inc. fails to perform any material undertaking or
breaches any material warranty in this Agreement;
(iii). Any material statement, representation or warranty of Grandway
USA, Inc. herein or in any other writing or report at any time
furnished by Grandway USA, Inc. to SEI hereunder or in connection
with the Inventions is false in any material respect when made;
(iv).Grandway USA, Inc. becomes insolvent or makes an assignment for
the benefit of creditors or any proceeding is instituted by or
against Grandway USA, Inc. alleging that Grandway USA, Inc. is
insolvent or unable to pay
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debts as they mature and such proceeding is not dismissed within
thirty (30) days of such filing; or
(v). Grandway USA, Inc. shall transfer any interest in the Collateral
to any other party other than sales of units of the Inventions in
the normal course of business for which Grandway USA, Inc.
receives reasonable compensation without the prior written
consent of SEI.
D. If, upon the occurrence of an event of default, and such occurrence
shall not have been cured within thirty (30) days after the date of
such occurrence, then SEI may send written notice of such default to
Grandway USA, Inc. In the case of default in the payment of any amount
due from Grandway USA, Inc. to SEI, Grandway USA, Inc. shall have
thirty (30) days after such notice to cure the default. In the case of
any default other than the failure to make a payment required hereby,
Grandway USA, Inc. shall have sixty (60) days after such notice to
cure such default. If a default shall not have been cured within the
period specified above, then SEI shall immediately have all the rights
and remedies of a secured party under the Utah Uniform Commercial Code
or other applicable law, and (I) all of Grandway USA, Inc.'s right,
title, and interest in the Inventions and all of the Collateral shall
immediately revert back to SEI, the original owner, and Grandway USA,
Inc. shall no longer have any right, title, or interest therein or to
make further sales of the Inventions (except to liquidate any product
which was ordered and received prior to expiration of the thirty (30)
or sixty (60) day default period or received after the expiration of
the default period but ordered before and in which it was not possible
to stop shipment of the order) or in any way to exercise any rights
with respect to the Inventions or the collateral; (ii) Grandway USA,
Inc. shall immediately execute such documents of assignment or other
documents necessary to reconvey title to the collateral to SEI; (iii)
SEI may sell, license, or otherwise use or dispose of, in whole or in
part, any rights in the Collateral to any other party immediately upon
an event of default and shall immediately have the right to take all
action necessary to obtain title of record in the Unites States Patent
Office to the Collateral or in any other office or agency necessary in
SEI' reasonable opinion to evidence SEI' ownership of the Collateral
after the date of an event of default which has not been cured.
E. Grandway USA, Inc. shall pay all taxes and assessments of any nature
which may be levied or assessed against the Collateral; Grandway USA,
Inc. shall not permit or allow any adverse, lien, security interest or
encumbrance except as provided in Section 5(A) hereof upon the
Collateral and shall not permit the collateral to be attached in any
manner.
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F. Grandway USA, Inc. will not use the Collateral in violation of any
applicable statues, regulations or ordinances or this Agreement.
G. All expenses of retaking and obtaining title to the Collateral in SEI'
including SEI' reasonable attorney fees and legal expenses, shall be
the obligation of Grandway USA, Inc.
H. No waiver by SEI of any default shall operate as a waiver of any other
default of or of the same default on a future occasion. The taking of
this security Agreement shall not waive or impair any other security
SEI may have or hereafter acquire for the payment of the royalties or
other obligations due hereunder nor shall the taking of any such
additional security waive or impair this security agreement; all
rights of SEI hereunder shall inure to the benefit of his successors
or assigns and all promises or duties of Grandway USA, Inc. shall bind
its successors or assigns. Without affecting any obligations of
Grandway USA, Inc. under this agreement, SEI, without notice or
demand, may renew, extend or otherwise change the terms and conditions
of any obligations hereunder, take or release any other collateral as
security and add or release any guarantor, surety or other party to
any obligations of Grandway USA, Inc. hereunder.
I. Grandway USA, Inc. shall execute all such documents as SEI shall
reasonably request necessary to evidence SEI' secured position in the
Collateral.
6. Term of Agreement. At the election of Grandway USA, Inc., Grandway USA, Inc.
may terminate this agreement upon thirty (30) days written notice to SEI at
anytime. If any patents shall be issued with respect to the Inventions, and
unless this Agreement is terminated earlier in accordance with the provisions
hereof, the Agreement shall remain in effect until the life of the patent or
patents issued and covering the Inventions shall have expired. In the case that
no patents are issued, the agreement will remain in full force and effect until
this Agreement is terminated in accordance with the provisions hereof. Upon the
expiration of such patents, or if this Agreement is terminated as defined
hereof, all right, title and interest of Grandway USA, Inc. or its successors or
assigns, in the Collateral shall be transferred to SEI or his successors or
assigns and shall immediately thereupon become the sole and exclusive property
of SEI or his successors or assigns.
7. Indemnification. Grandway USA, Inc. hereby agrees to indemnify and hold
harmless SEI, and his successors or assigns, from and against all liabilities,
claims, losses, damages, costs and expenses (including reasonable attorneys
fees) resulting from or connected with Grandway USA, Inc.'s breach of this
Agreement, including, but not limited to, breach of any covenant, warranty or
representation made by Grandway USA, Inc. hereunder.
(ii Assignment. Grandway USA, Inc. shall have no right to make any assignment
or transfer of all or any part of its interest in the Inventions or the
Collateral without the prior written consent of SEI, which consent shall
not be unreasonably withheld. Any assignment or transfer of any interest in
the Collateral by Grandway USA, Inc. to any other party shall include
provisions which incorporate the terms of this Agreement and which shall
specifically acknowledge and require the assignee or other party to
recognize the rights of SEI herein, to make the royalty payments required
hereunder and to have assignee grant to SEI a security interest in the
Collateral as described herein. SEI shall not assign his interest herein to
any other party without the prior written consent of Grandway USA, Inc.,
which consent shall not be unreasonably withheld.
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9. Marketing Efforts/Inventions Protection.
A. Grandway USA, Inc. agrees that as long as this Agreement is in effect,
Grandway USA, Inc. will use reasonable and good faith efforts to
manufacture and market the Inventions referred to herein subject to
market conditions that would make such efforts a profitable venture.
B. In the event that any infringement of the patents acquired by Grandway
USA, Inc. comes to the attention of either party, such party shall
promptly notify the other party of the infringement. Thereupon, the
parties shall consult with a view to reaching agreement as to ways and
means of eliminating the infringement. If either party desires to
litigate the infringement, and the other party refuses to do so or
refuses to bear one-half of the costs thereof, the party desiring
litigation may at its sole discretion, and as its sole cost and
expense, bring suit to restrain such infringement and may join the
refusing parting as a party plaintiff in such suit. SEI shall
indemnify Grandway USA, Inc. against all liability, loss, damage, or
expense resulting from any suit brought against Grandway USA, Inc. for
patent infringement based on the use, sale or other disposition of the
Inventions or any other products claimed in the referenced patents.
However, this right of indemnification shall be limited so as not to
exceed the aggregate amount of royalties paid to SEI under this
Agreement. Grandway USA, Inc. shall have control of the defense in
such suit and in all negotiations relating to its settlement.
10. Miscellaneous.
A. Notices. All notices, demands and other communications hereunder shall
be in writing and shall be sufficient if mailed by certified mail,
return receipt requested and postage prepaid to the parties or their
permitted assignees at the following addresses:
To: Grandway USA, Inc.: Grandway USA, Inc.
000 Xxxx 0000 Xxxxx
Xxxx Xxxx Xxxx, XX 00000
To: Scientific Energy, Inc. Scientific Energy, Inc.
000 Xxxxx 000 Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Notice shall be deemed to have been given and received (1)
when actually received if delivered in person or (2) on the
date two business days after such notice has been mailed in
the manner described herein. Any party herein may, at any
time, upon giving notice as specified herein, designate
another address in substitution of the foregoing address to
which such notice shall be given and to which all notices
thereafter shall be sent.
B. Severability. Any provision hereof prohibited or deemed unlawful or
unenforceable under applicable law of any jurisdiction shall, as to
such jurisdiction, be ineffective
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without affecting any other provision of this Agreement. To the full
extent, however, that the provisions of such applicable law may be
waived, they are hereby waived to the end that this Agreement be
deemed to be a valid and binding agreement and enforceable in
accordance with its terms. In the event that any term or provision of
this agreement shall be held invalid by a competent court or
government agency, the remainder of this Agreement shall not be
affected thereby and the parties hereto shall continue to be bound by
the remaining terms hereof. In such event, the relevant term or
provision (or should such terms or provisions be a crucial element of
this Agreement) then the entire Agreement shall be renegotiated by the
parties in a good faith effort to achieve mutual agreement consistent
with such holding and shall continue to perform under this Agreement
in a manner consistent with its intention and objectives.
C. Further Action. The parties agree to execute and deliver all
documents, provide information and take or forebear from all such
action as may be necessary or appropriate to achieve the purposes of
this Agreement.
D. Applicable Law and Jurisdiction. This Agreement shall be governed by
and construed in accordance with the laws of the State of Utah without
reference to choice of law remedies. The parties hereto subject
themselves to the jurisdiction of the courts of the State of Utah and
agree that the exclusive venue and place of jurisdiction for any
lawsuit arising under or relating to this Agreement shall be in the
State of Utah.
E. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties and their respective successors, legal
representatives and assigns; provided that this provision shall not be
construed as permitting the assignment, substitution, delegation or
other transfer of rights or obligations except strictly in accordance
with the other provisions of this Agreement.
F. Integration. This Agreement constitutes the entire agreement between
the parties pertaining to the subject matter hereof and supersedes all
prior agreements and understandings pertaining thereto. No covenant,
representation or condition not expressed in this Agreement shall
affect or be deemed to interpret, change or restrict the express
provisions hereof.
G. Relationship of the Parties. Neither Grandway USA, Inc., or SEI nor
any of their officers, directors, partners, employees, or agents shall
be deemed to be the representative, agent or employee of the other for
any purpose whatsoever. Nor shall they, or any of them, have any right
or authority to assume or create an obligation of any kind or nature,
express or implied, on behalf of such other, nor to accept service of
any legal process addressed to or intended for such other.
H. Cooperation. The parties agree to promptly cooperate in good faith to
carry out the provisions of this Agreement and the activities
contemplated hereby and shall all cooperate in good faith to resolve
any disputes or differences which may arise in connection with the
provisions hereof and the activities contemplated hereby.
I. Titles and Captions. The article and section titles or captions of
this Agreement are for convenience only and shall not be deemed part
of this Agreement and shall in no
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way define, limit, augment or extend or describe the scope, content or
intent of any part or parts of this Agreement.
J. Authorization. Each individual executing this Agreement does hereby
represent and warranty to each other person so signing (and each other
entity for which another person may be signing) that he or she has
been duly authorized to execute this Agreement in the capacity and for
the entity set forth where he or she signs.
K. Attorney's Fees. If any action is brought to recover for breach of
this Agreement, or any payment or other amount under this Agreement
because of any default under this Agreement, to enforce or interpret
any of the provisions of this Agreement, or for recovery of possession
of the patents or collateral hereunder, the party prevailing in such
action shall be entitled to recover from the other reasonable
attorneys' fees (including those incurred in connection with any
appeal), the amount of which shall be fixed by the court and made a
part of any judgement rendered. Grandway USA, Inc. shall be
responsible for all costs and expenses, including, without limitation,
attorney's fees, that SEI incurs in any case or proceeding involving
Grandway USA, Inc. under or related to any bankruptcy or insolvency
proceeding involving Grandway USA, Inc. SEI shall be responsible for
all costs and expenses, including, without limitation, the attorney's
fees, that Grandway USA, Inc. incurs in any case or proceeding
involving SEI under or related to any bankruptcy or insolvency
proceeding involving SEI.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
Scientific Energy, Inc., a Utah corporation
000 Xxxxx 000 Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000
BY: /S/ XXXX X. XXXXXXXX
Xxxx X. Xxxxxxxx, President
Grandway USA, Inc., a Utah corporation
000 Xxxx 0000 Xxxxx
Xxxx Xxxx Xxxx, XX 00000
BY: /S/ XXXX X. XXXXXXXX
Xxxx X. Xxxxxxxx, President
Grandway.agr
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