Exhibit 3
AGREEMENT
By and Between,
Omega Dynamics, Inc., at X.X. Xxx 0000, Xxxxx Xxxxx, Xxxx 00000, represented by
Xxxxxxx Xxxxxx, chairman of the board of directors and Xxxxx Xxxx, Secretary
Treasurer hereinafter, Omega.
And
Malinka Intellectual Trust, at X.X. Xxx 000, Xxxxxxxx, Xxxxxx 00000, represented
by Xxxxxx X. Xxxxxxx, legal representative, hereinafter, Malinka.
RECITALS:
Malinka has by assignment the full rights to a U.S. Provisional Patent
Application Serial Number 60/152,445 "Carbon Dioxide Free Air and Hydrogen
Delivery System for An Electrochemical Engine", (the Device) filed on September
3, 1999 with the office of U.S. Patents and Trademarks. Omega is desirous of
obtaining certain rights tot he U.S. Provisional Patent Application. Malinka
will grant to Omega certain rights to the U.S. Provisional Patent Application.
Subject to the following terms and conditions;
1. Malinka hereby grants to Omega limited rights subject to the terms of
this agreement to the U.S. Provisional Patent Application while
retaining two percent (2%) of the gross in a gross overriding royalty
of any and all sales of the corporation concerning any thing that is
any way related to the Intellectual Property as outlined in the U.S.
Provisional Patent Application and in addition, retains sole rights of
developing, researching, and improving the device as outlined in the
U.S. Provisional Patent Application.
2. Omega will issue one million shares of its common stock to Malinka as
further compensation for the limited rights of the intellectual
property contained in the U.S. Provisional Patent Application within 20
business days of the signing of this agreement.
3. Omega will pay all costs Malinka may incur for development, research,
and improvements in the device contained in the U.S. Provisional Patent
Application.
4. Omega agrees to pay all costs required in the process required for
obtaining a patent or patents to protect Malinka's rights to the device
as contained in the U.S. Provisional Patent Application. Omega also
agrees that Malinka will direct the effort to obtain whatever patents
are required to protect Malinka's rights under the terms of this
agreement.
Agreement Continued Omega/Malinka
Page two of two
5. The parties agree that time is of the essence in all particulars of
this agreement.
6. The parties agree that the jurisdiction for any disputes between the
parties shall be the State of Utah.
7. This agreement and the rights to the Device and Intellectual Property
as outlined in the Provisional Patent Application cannot be assigned,
sold, leased, used as collateral or in any way transferred without the
express written permission of Malinka.
8. In the event that Omega should declare bankruptcy, or have a reverse
split of it's common stock all rights to the Device and the
Intellectual Property described within the Provisional Patent
Application under this agreement would cease and revert back to
Malinka.
Signed and Agreed this 30th day of December, 1999.
(Signature)
Xxxxxxx Xxxxxxx
President and Chairman of the Board of Directors
(Signature)
Xxxxx Xxxx
Omega Secretary and Treasurer
(Signature)
Xxxxxx X. Xxxxxxx
Malinka Legal Representative
