SB EXHIBIT 10.1
MATERIAL CONTRACTS - LICENSE AGREEMENT
AGREEMENT
This agreement supersedes any and all previous agreements between the
two companies. For and in consideration of mutual benefits, detriments and
promises and the consideration hereinafter specified, the adequacy of which is
hereby acknowledged, the parties hereto, Mind2Market, Inc., a Colorado
corporation, and Radarfind, Inc., a Colorado corporation, hereby agree as
follows:
1. Radarfind, Inc. assigns and conveys herewith exclusive worldwide
manufacturing and sales and marketing rights to the radar locator
device and its derivatives described in patents No. 4,800,835,
4,919,365, and 5,065,163 to Mind2Market, Inc., subject to the royalties
described in paragraphs 3 and 4 below.
2. For payment of the patents referenced in paragraph 1 above,
Mind2Market, Inc. shall issue 250,000 common shares to Radarfind, Inc.
or its trustee for the benefit of its shareholders, except Xxxxxxx X.
Xxxxxx and Xxxxxx Xxxxx. Such shares are intended to be distributed to
the Radarfind shareholders except Xxxxxx and Xxxxx when and if
registration requirements under the Securities Act of 1933 or
Securities Exchange Act of 1934 are met.
3. Xxxxxx Xxxxx, in consideration of a complete assignment of any and all
patent or intellectual property rights in and to the derivatives,
thereof, shall receive from Mind2Market, Inc. a $0.25 per unit royalty
for the duration of the patent. Such royalties shall be paid by
Mind2Market, Inc. based upon sales, when paid, and accounted for
quarterly.
4. Mind2Market, Inc. shall pay Radarfind, Inc. a total of $150,000 in the
form of a $1.00 per unit royalty which funds shall be used to pay the
currently outstanding debts of Radarfind, Inc. The royalties shall be
paid quarterly on sales for which collection is made. When $150,000 has
been paid, the royalty shall expire.
5. Upon receipt of the $150,000 in total royalties set forth in paragraph
4 above, all cash after payment of debts and the Mind2Market, Inc.
stock will be distributed to Radarfind, Inc. shareholders, or a trustee
therefore, if necessary to comply with Securities laws.
6. In the event of bankruptcy liquidation of Mind2Market, Inc. or the
cessation of corporate operations, or the failure of Mind2Market, Inc.
to aggressively pursue manufacturing or marketing of Radarfind products
within 12 months of the signing of this agreement by funding or
financing $50,000 in expenditures, Radarfind, Inc. shall have the
continuing option to repurchase the exclusive manufacturing and
marketing rights and the patents listed in paragraph 1 above for the
sum of $1,000 plus return of all stock in Mind2Market, Inc.
7. The effective date of this agreement is May 15, 1997.
Mind2Market, Inc. Radarfind, Inc.
by: ----------------------- by: --------------------------
President President
Resolved and Approved by Radarfind, Inc.
Directors:
------------------------------ ------------------------------
Xxxxxxx X. Xxxxxx Xxxxxx Xxxxx
