MASTER LICENSING AGREEMENT
--------------------------
THIS AGREEMENT dated this 10th day of September, 1996, by and between Spark
Management Corporation (hereafter referred to as "LICENSOR"), a Pennsylvania
corporation having its principal place of business as 000 Xxxxx Xx., Xxxxxxx,
Xxxxxxxxxxxx 00000, and Septima Enterprises, Inc. (hereafter referred to as
"LICENSEE"), a Colorado corporation having a registered office c/o Corporation
Service Company, 0000 Xxxxxxxx, Xxxxxx, Xxxxxxxx 00000.
WITNESSETH
----------
WHEREAS LICENSOR is the owner of certain developments, information,
proprietary rights and trade secrets relating to certain ignition systems for
initiating the combustion of fuel, including various component parts thereof,
(collectively referred to as IGNITION SYSTEMS AND PROCESSES); is possessed of
valuable research experience, technical data, confidential information and
know-how relating to the IGNITION SYSTEMS AND PROCESSES (hereafter collectively
referred to as the "IGNITION TECHNOLOGY"); is the owner of patent applications
for United States and foreign patent applications relating to the IGNITION
TECHNOLOGY that are listed on the appended Exhibit "A" hereto (hereafter
collectively referred to as the "PATENT RIGHTS"); and
WHEREAS LICENSEE desires to acquire, and LICENSOR is willing to grant, the
rights and licenses hereinafter described upon the terms and conditions
hereinafter set forth;
NOW THEREFORE, in consideration of the promises, grants, covenants and
obligations hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, LICENSOR AND
LICENSEE do hereby mutually agree as follows:
ARTICLE I
DEFINITIONS
-----------
The following terms, when used, shall have the following respective
meanings in the Agreement:
Section 1.1 Terms Defined:
-------------
In the terms defined herein and used throughout this Agreement, the
singular shall include the plural and vice versa.
Section 1.2 IGNITION SYSTEMS AND PROCESSES:
------------------------------
The term "IGNITION SYSTEMS AND PROCESS" shall mean the process of
developing an electrical are channel and/or the systems and devices which are
designed to efficiently transfer electrical source energy to a combustion
source, including various component parts thereof, including, but not limited
to, high voltage capacitors and methods for producing ignition systems.
Section 1.3 IGNITION TECHNOLOGY:
-------------------
The term "IGNITION TECHNOLOGY" shall mean those methods and applications
having to do with pulse power transmissions, development and usage with ignition
systems and processes.
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Section 1.4 Products:
--------
The term "Products" means (1) those Products manufactured by LICENSEE, and
(2) unless the context indicates otherwise, all spare and replacement parts for
those Products.
Section 1.5 Inserts:
-------
The term "Inserts" means each Products sub-assembly as manufactured by
LICENSEE.
Section 1.6 Know-How:
--------
The term "Know-How" shall in general have its usual and accepted meaning.
Section 1.7 Licensed Know-How:
-----------------
The term "Licensed Know-How" shall mean all know-how relating to the
technology, including the IGNITION SYSTEMS AND PROCESSES and IGNITION
TECHNOLOGY, which know-how is:
(a) Existent now, or
(b) During the period starting at the effective date of this Agreement and
is in the possession of the LICENSOR or licensed to the LICENSEE with the right
to grant further sublicenses.
Section 1.8 Licensed Patents Rights:
-----------------------
The term "Licensed Patents Rights" shall mean the worldwide rights obtained
under any and all patents and patent applications throughout the world covering
inventions, which inventions, at the effective date of this Agreement, are
owned or controlled by the LICENSOR and licensed to the LICENSEE with the right
to grant further sublicenses in the field; said inventions being directed to the
making, using or selling of the product or products in the field, as well as,
any and all divisions, continuations, continuations-in-part, re-examination and
reissues, of all such patents and patent applications as well as patents of
addition and importation and registration patents of all such patents and patent
applications. These patents and patent applications specifically include, but
are not limited to, those listed in Schedule "A" attached hereto. The Licensed
Patents Rights shall also include the worldwide rights to any and all patents
and patent applications directed to inventions which during the period
commencing at the effective date of this Agreement and continuing during the
life of this Agreement. Said inventions being directed to the making, using or
selling of the product or products in the field, as well as any and all
divisions, continuations, continuations-in-part, reexamination and reissues of
all such patents and patent applications as well as patents of addition, and
importation and registration patents of all such patents and patent
applications.
Section 1.9 Valid Claim:
-----------
The term "Valid Claim" shall mean a claim in an unexpired patent or a claim
in a patent application included within the Licensed Patent Rights hereunder and
which claim has not been disclaimed or held invalid by an unappealable decision
of a court or other authority of competent jurisdiction.
Section 1.10 Gross Sales:
-----------
The term "Gross Sales" shall mean the adjusted gross invoice price billed
by LICENSEE or related companies or sublicensees thereof.
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Section 1.11 Sublicensee:
-----------
The term "Sublicensee" shall mean any company and/or individual which has
obtained a right under the license of the LICENSEE to either manufacture and/or
market the product or products on either a territorial or a worldwide basis.
ARTICLE II
WARRANTIES
----------
Section 2.1
LICENSOR hereby warrants and represents that is has the right to grant the
licenses herein granted under the Licensed Patent Rights and Licensed Know-How;
that to the best of its knowledge, there are no known outstanding claims or
licenses or other encumbrances upon such patents and Licensed Know-How which
would prevent such grants; that the current patents or patent applications,
presently constituting the Licensed Patent Rights are those listed in Schedule
"A" attached hereto and that the LICENSOR is not in the possession of any
information which would, in its opinion, render any of the claims of any of
these patents or patent applications invalid and/or unenforceable.
Section 2.2
LICENSOR hereby warrants and represents that it has no knowledge of any
patents, other than those included in the Licensed Patent Rights and those
currently owned by LICENSEE, which would prevent the LICENSEE from making, using
or marketing the product or products in the field.
Section 2.3
LICENSOR hereby warrants and represents that it has the full right and
authority to grant to the LICENSEE the licenses granted herein under Licensed
Know-How and to grant to the LICENSEE the rights herein granted to use said
existing Licensed Know-How, and further warrants and represents that it is aware
of no claim in or to the License Know-How, nor any impediment to its agreement
to disclose and to grant to the LICENSEE the rights herein granted to use
existing and further Licensed Know-How.
Section 2.4
Each of the parties hereto warrants and represents to the other that is has
the full right and authority to enter into this Agreement, and that is not aware
of any impediment which would inhibit its ability to perform the terms and
conditions imposed upon it by this Agreement.
Section 2.5
Each party warrants and represents that it has disclosed to the best of its
ability information in its possession or control which would be material to the
other party entering into this Agreement, and to the best of its knowledge such
information does not contain any untrue statements of a material fact or omit to
state a material fact. In particular, LICENSOR warrants and represents that to
the best of its knowledge and ability, it has supplied to LICENSEE with any and
all information in its possession and control concerning the current patents,
patent applications, manufacturing plans, costs associated with manufacturing,
sales and marketing information and any other material and/or documents
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relevant to the product and/or products.
ARTICLE III
GRANT OF RIGHTS
---------------
Section 3.1 Grant:
-----
In return for 450,000 shares of Septima Enterprises, Inc. common stock, no
par value, LICENSOR hereby grants and assigns to LICENSEE during the entire term
of this Agreement, unless sooner terminated as hereinafter provided, all rights
and licenses to (i) receive disclosure of and use the IGNITION TECHNOLOGY, and
the methods and processes included in the IGNITION SYSTEMS AND PROCESSES, in
connection with the manufacture, sale and use of the product and/or products
included in the IGNITION SYSTEMS AND PROCESSES, and (ii) make, have made, use
and sell said ignition system and practice and methods and processes included in
the IGNITION SYSTEMS AND PROCESSES, under the patent rights, to the extent that
the latter cover the same and within the field of use for which a license is
granted under this Agreement.
Section 3.2 Reimbursement Costs:
-------------------
In addition to other payments set forth herein and as additional
consideration, LICENSEE hereby agrees to reimburse LICENSOR for any and all
out-of-pocket costs associated with the transfer of technology, as agreed upon
between the LICENSEE and the LICENSOR. These costs would include but not be
limited to salary costs, transportation, per diem, etc. These costs will be
billed monthly and due within thirty (30) days of billing.
Section 3.3 Scope of License:
----------------
The rights and licensed granted to LICENSEE under Section 3.1 hereof shall
extend to and therein be exclusive for any and all applications and markets
involving the IGNITION TECHNOLOGY, IGNITION SYSTEMS AND PROCESSES.
Section 3.4 Past Due Payments:
-----------------
In addition to the requirements of Section 12.1, this Agreement may only be
assigned upon payment of any past due royalties and reimbursements.
Section 3.5 Licensed Territory:
------------------
The rights and licenses granted herein to LICENSEE under Section 3.1 hereof
shall be worldwide.
Section 3.6 Sublicenses:
-----------
LICENSEE shall (as long as all payments are current) have the exclusive
right to grant sublicenses under this Agreement, without the written permission
of the LICENSOR, except that sublicenses to manufacture IGNITION SYSTEMS AND
PROCESSES require the written permission of LICENSOR. In the event that the
LICENSEE grants a sublicense to a third party(s), then all of the terms and
conditions of this Agreement shall apply to such sublicensee to the same extent
as they apply to the LICENSEE. The LICENSEE assumes responsibility for the
performance of all obligations so imposed on any sublicensees under this
Agreement and will itself pay and account to LICENSOR for any and all royalties
due under this Agreement which may accrue by reason of the action or operations
of such sublicensees thereof.
Upon termination of this Agreement, all sublicenses shall be terminated.
Every
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sublicensing agreement will contain a provision that the sublicense is
immediately terminated, without notice, upon termination of this Agreement.
ARTICLE IV
GRANT BACK TO LICENSOR
----------------------
Section 4.1 Technical Information and Improvements:
--------------------------------------
LICENSEE agrees, during the term of this Agreement, to provide LICENSOR in
writing with all technical information developed or acquired by LICENSEE
relating to the IGNITION TECHNOLOGY and IGNITION SYSTEMS AND PROCESSES and the
improvements or enhancements thereof, and to communicate to LICENSOR all of such
information and data obtained therefrom and thereby, including all new
inventions conceived during the life of this Agreement.
Section 4.2 Developments and/or Improvements Made:
-------------------------------------
LICENSEE agrees to disclose to LICENSOR any developments or improvements
which it may make in the IGNITION SYSTEMS AND PROCESSES or IGNITION TECHNOLOGY
designed or suggested either by LICENSOR or LICENSEE, to permit the LICENSOR to
have the exclusive right to use such technical information, improvements and/or
developments of Section 4.1 hereof throughout the world. LICENSEE agrees to
cooperate with LICENSOR in obtaining a patent or patents on any such
improvements and/or developments which may be patentable during the term of this
Agreement.
Section 4.3 Cost of Patent Protection:
-------------------------
As additional consideration, LICENSEE agrees to pay any and all costs
associated with applying for, prosecuting and obtaining patents covering
licensed IGNITION SYSTEMS AND PROCESSES and IGNITION TECHNOLOGY. If LICENSEE
does not approve reimbursement for enhancements, then this license will exclude
those enhancements and LICENSOR shall be free to license those enhancements to
others.
Section 4.4 Annual Fee for Maintaining Patent(s):
------------------------------------
LICENSEE agrees to pay any and all costs associated with the annual
maintenance fees covering said patents developed during the term of this
Agreement on a worldwide basis.
ARTICLE V
ROYALTIES
---------
Section 5.1 Royalty Fees:
------------
LICENSEE shall pay LICENSOR every three months during the life of this
Agreement, a sum equal to:
a. One Dollar ($1.00) for each Product and/or Insert sold which LICENSEE
manufactures, has made for it, uses or sells and which forms a part of the
IGNITION SYSTEMS AND PROCESSES or which incorporates IGNITION TECHNOLOGY, until
one (1) million aggregate Products and/or Inserts are sold; fifty cents ($.50)
for each Product and/or Insert sold on the next million aggregate units, and
twenty five cents ($.25) for each Product and/or Insert sold thereafter.
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ARTICLE VI
RECORDS AND REPORTS
-------------------
Section 6.1 Records
-------
LICENSEE agrees to keep accurate records in sufficient detail to enable
the royalties payable by LICENSEE hereunder to be determined, and agrees to
permit said records to be examined, at LICENSOR's expense, from time-to-time
during the life of this Agreement, and for one year after the expiration and
termination thereof, by authorized representatives of LICENSOR at reasonable
intervals, during usual business hours to the extent necessary to verify the
reports and payments hereunder. LICENSEE also agrees to be responsible to make
available the record of all sublicensees.
Section 6.2 Reports and Payments:
--------------------
LICENSEE agrees to furnish written reports to LICENSOR at its offices at
000 Xxxxx Xx., Xxxxxxx, Xxxxxxxxxxxx 00000 within ninety days after the first of
January, April, July and October of every calendar year during the life of this
Agreement, setting forth the number (by category) and selling prices (including
total gross sales) or Products and/or Inserts thereof either made or sold
hereunder during the preceding quarter and the royalties due thereon. Each
report shall separately state: (1) the number and type of Products and/or
Inserts manufactured and (2) the number and type of Products and/or Inserts
billed, and gross sales for each type of Products and/or Inserts and total gross
sales. Each report shall be accompanied with remittance as provided for in
Section 5.1 hereof covering the royalties then due.
ARTICLE VII
SECRECY
-------
Section 7.1 Secrecy
-------
All information made available hereunder shall be kept confidential by
the recipient hereof and by its subsidiaries and, without the prior written
consent of the party furnishing the same, shall not be divulged to others unless
it is published or otherwise in the public domain. Nothing herein contained,
however, shall be construed as preventing LICENSEE from conducting visitors
through its plants.
LICENSEE shall keep secret LICENSOR IGNITION SYSTEMS AND PROCESSES and
IGNITION TECHNOLOGY in any way communicated by LICENSOR to LICENSEE.
ARTICLE VIII
INFRINGEMENT AND LITIGATION
---------------------------
Section 8.1
If during the term of this Agreement there be any substantial and
continuing infringement of any of the LICENSED PATENTS by a third party who
makes, uses, leases or sells a product covered by a claim within LICENSEE's
commercial activities which directly compete with LICENSEE's commercial
activities under this Agreement, the LICENSEE shall have the right to institute
and prosecute promptly and with due diligence any and all such actions against
infringers of any LICENSED PATENT. Said costs of any such actions to prosecute
infringers of any of the LICENSED PATENTS under this Agreement shall be shared
equally between both the LICENSOR and the LICENSEE. Should the LICENSOR not be
in
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a position to financially assist in the prosecution of any such actions of
infringement, at the time any such infringements occur, then the LICENSEE shall
have the sole and separate right to prosecute such actions and be reimbursed
from the Royalty payments due to LICENSOR under this Agreement (unless
reimbursed from proceeds of litigation as set forth below). Any proceeds of
such litigation will be divided equally between the parties after reimbursement
for costs of litigation to the party advancing said costs. The equal division
will be made regardless of the characterization of the settlement of damages so
that the damages will be divided equally after reimbursement of expenses
regardless of whether the damages or settlement involve lost profit, royalties,
etc.
ARTICLE IX
TERMINATION
-----------
Section 9.1 General
-------
Unless terminated or canceled as otherwise provided herein, this
Agreement shall terminate ten (10) years following the expiration of the last to
expire patent included in THE PATENT RIGHTS, including any subsequently issuing
patents covering IGNITION SYSTEMS AND PROCESSES or IGNITION TECHNOLOGY acquired
by LICENSOR.
Section 9.2 Termination by LICENSOR:
-----------------------
LICENSOR shall have the right to terminate this Agreement, at any time,
by giving LICENSEE prior written notice as provided in paragraph 9.5 of its
intent to do so in the event of the following:
Inability or failure of LICENSEE to meet its obligations hereunder;
Section 9.3 Termination by LICENSEE:
-----------------------
LICENSEE shall have the right to terminate this Agreement, at any time,
by giving LICENSOR prior written notice as provided in paragraph 9.5 of its
intent to do so in the event of the following:
Inability or failure or LICENSOR to meet its obligations hereunder.
Section 9.4 Cancellation and/or Termination:
-------------------------------
Such cancellation and/or termination of this Agreement will release the
parties hereto form all liabilities under this Agreement, but shall not release
the LICENSEE from any obligation to pay royalties or other payments that may
have accrued prior to the effective date of termination of this Agreement.
Section 9.5 Failure to Comply with Obligations:
----------------------------------
Failure by one party to comply with any of the respective obligations and
conditions in this Agreement shall entitle the other party to give the party in
default written notice requiring it to make good such default. If such default
is not remedied in all material respects within thirty (30) days after receipt
of such notice of default, the notifying party shall be entitled, without
prejudice to any of the other rights conferred on it by this Agreement, to
terminate this Agreement by giving written notice to take effect immediately,
provided, however, that there shall be no default hereunder, if failure to
perform an obligation results from Force Majeure as provided for in this
Agreement. That right of either party to terminate this Agreement shall not be
affected in any way by its waiver of or failure to take action with respect to
any previous default.
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Section 9.6 Failure of Either Party:
-----------------------
The failure of either party to exercise or enforce any right granted to it
in this Agreement shall not be deemed to be a waiver of such right or operate to
bar the exercise of enforcement thereof at any time or times thereafter.
Section 9.7 Failure of Other Agreements:
---------------------------
This Agreement shall terminate immediately and without notices in the event
that;
a. LICENSEE loses its claim that the Distribution Agreement between
Worldwide Associates and LICENSEE is null and void; or
b. LICENSOR does not exercise its option pursuant to the Option Agreement
between LICENSOR and Cottonbloom, Inc.; or
c. the Note between LICENSOR and Xxxxxxx X. Xxxx and Xxxxxx X. Xxxx is in
default and LICENSOR becomes totally owned by Xxxxxxx X. Xxxx and Xxxxxx X.
Xxxx.
ARTICLE X
LIMITATIONS
-----------
Section 10.1 Disclaimer:
----------
Except as otherwise provided, nothing contained in this Agreement shall be
construed as a warranty or representation by LICENSOR as to the validity or
scope of any patent. This Agreement shall be construed as an admission by
LICENSEE of the validity of the patents including THE PATENT RIGHTS during the
term of this Agreement.
ARTICLE XI
PATENT MARKING
--------------
Section 11.1 Patent Marking:
--------------
LICENSEE agrees to affix to each device or apparatus made, used or sold by
it, or to the package containing such device or apparatus, an appropriate notice
indicating the license by LICENSOR, and the number of any patents falling within
THE PATENTS which covers such device or apparatus.
ARTICLE XII
ASSIGNMENT
----------
Section 12.1 Assignment
----------
This Agreement may be assigned without restriction by LICENSOR. This
Agreement may be assigned by LICENSEE, upon ten (10) days prior written notice
to and written approval of LICENSOR, to a financially responsible person or
entity as long as all payments herein are current.
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ARTICLE XIII
DISCLAIMER OF LIABILITY
-----------------------
Section 13.1 Disclaimer of Liability:
-----------------------
The sole obligation of LICENSOR with respect to the IGNITION SYSTEMS AND
PROCESSES and IGNITION TECHNOLOGY shall be to furnish such information to the
LICENSEE, except as otherwise provided herein. LICENSOR shall have no
responsibility for the ability of the LICENSEE to use such information, the
quality or performance of the license to materially produce therefrom by
LICENSEE or the claims of third parties arising from the use of such material or
information.
ARTICLE XIV
NON WAIVER PROVISION
--------------------
Section 14.1 Non Waiver Provision:
--------------------
The waiver by either party hereto of any right hereunder or failure to
perform or breach by the other party shall not be deemed as a waiver of any
other right hereunder or of any other breach or failure by said other party
whether of a similar nature or otherwise.
ARTICLE XV
FORCE MAJEURE
-------------
Section 15.1 Force Majeure:
-------------
If either party shall be delayed, interrupted in or prevented from the
performance of any obligation hereunder by reason of Force Majeure, including an
Act of God, fire, flood, war (declared or undeclared), public disaster, strike
or labor differences, governmental enactment, rule or regulation, or any other
cause beyond such party's control, such party shall not be liable to the other
therefore; and the time for performance of such obligation shall be extended for
a period equal to the duration of the contingency which occasioned the delay,
interruption or prevention. The party invoking such Force Majeure rights of this
Agreement must notify the other party by registered letter within a period of
fifteen (15) days, from the first and the last day of the Force Majeure unless
the Force Majeure renders such notification impossible in which case
notification will be made as soon as possible. If the delay resulting from the
Force Majeure exceeds three (3) months, the injured party may terminate the
contract as per the conditions stipulated in this Agreement.
ARTICLE XVI
NOTICE
------
Section 16.1 Notice:
------
Unless required under this Agreement to be hand delivered, all notices
required or authorized to be given hereunder shall be served by registered mail,
postage prepaid, or by telex or cable or facsimile, charges prepaid to the
addresses set forth below or such other addresses as any of the parties hereto
may, from time-to-time, designate by notice in writing to others. Any notice so
served shall be deemed to have been received on the day next following the day
on which such notice is telexed, cabled or facsimilied, or in three (3) days
after such notice is dispatched by mail:
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LICENSOR: LICENSEE:
Spark Management Corporation Septima Enterprises, Inc.
000 Xxxxx Xx. c/o Corporation Service Company
Xxxxxxx, Xxxxxxxxxxxx 00000 0000 Xxxxxxxx
Xxxxxx, Xxxxxxxx 00000
ARTICLE XVII
ARBITRATION
-----------
Section 17.1 Arbitration:
-----------
Any controversy or claim arising out of or relating to this Agreement, or
the breach thereof, shall be settled by arbitration in Florida, in accordance
with then current Commercial Arbitration Rules of the American Arbitration
Association. Arbitration shall be by one arbitrator. The Association is
authorized to make arrangements for this arbitration, to be held under these
rules in Florida or as otherwise agreed upon by the parties. This Agreement
shall be enforceable and judgement upon any award rendered by all the
arbitrator may be entered in any court having jurisdiction thereof.
In any controversy involving the termination of this Agreement, demand for
arbitration must be made by the aggrieved party within thirty (30) days of the
termination of the Agreement or the right to object to the termination shall be
waived.
ARTICLE XVIII
LIABILITY INSURANCE COVERAGE/HOLD HARMLESS
------------------------------------------
Section 18.1 Liability Insurance Coverage/Hold-Harmless:
------------------------------------------
LICENSEE shall purchase (or provide through a sub-license) at its sole
expense a broad form of liability insurance with limits of liability of not
less than $5,000,000 per occurrence. Said insurance policy shall be of broad
form but to specifically include coverage for products liability.
LICENSEE hereby agrees to purchase (or provide through a sub-license) and
provide, as soon as possible after the date of this Agreement, a copy of said
liability insurance coverage to LICENSOR. Said policy of liability insurance
will also name LICENSOR as a co-insured. LICENSEE further agrees to defend and
hold harmless the LICENSOR from any and all liability for defects of said
product and/or products manufactured in accordance with the IGNITION SYSTEMS AND
PROCESSES and the IGNITION TECHNOLOGY.
ARTICLE XIX
MISCELLANEOUS
-------------
Section 19.1 Entire Agreement:
----------------
This Agreement constitutes the entire agreement between the parties hereto
with respect to the within subject matter and supersedes all previous
agreements, whether written or oral. This Agreement shall not be changed or
modified orally.
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Section 19.2 Nothing in this Agreement:
-------------------------
Nothing in this Agreement shall be construed to constitute, create, give
effect or otherwise imply a joint venture, partnership or formal business
organization of any kind between the parties.
Section 19.3 No Partnership Created:
----------------------
No employee or representative of either party shall have any authority to
bind or obligate the other party for any sum whatsoever, or to create or impose
any contractual or other liability on said other party, without said other
party's authorized written approval. Nothing contained in this Agreement, or
otherwise, shall constitute the parties as partners with one another or render
either liable for the debts or accounts of the other party. The fact that the
parties may share facilities or other resources for mutual benefit shall not be
construed to establish a partnership.
Section 19.4 Agreement Binding:
-----------------
This Agreement and the rights and licenses herein granted shall be binding
upon and shall inure to the benefit of the parties hereto. This Agreement
constitutes the entire Agreement between the parties hereto with respect to the
subject matter contained herein.
Section 19.5 Governing Law:
-------------
This Agreement will be construed and interpreted in accordance with the
laws of the State of Florida.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
in triplicate by their duly authorized representatives on the day and year first
above written.
SPARK CORPORATION SEPTIMA ENTERPRISES, INC.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ R. Xxxxx Xxxxxx
------------------------------- -------------------------------
Xxxxx X. Xxxxxxx, President R. Xxxxx Xxxxxx, President
STATE OF NEW MEXICO )
) ss.
COUNTY OF BERNALILLO )
On this the 10th day of September, 1996, before me the undersigned,
personally appeared Xxxxx X. Xxxxxxx and R. Xxxxx Xxxxxx, known to me to be the
person whose name is subscribed to in this instrument and acknowledged to me
that he executed the foregoing instrument for the purposes therein contained.
/s/ [SIGNATURE APPEARS HERE]
-------------------------------
Notary Public
My commission expires:
July 23, 1997
-----------------------------
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EXHIBIT "A"
Patent Application Number 95119282.5 as filed with the CCPIT Patent Office
in Beijing, China.
Patent Applications in process in Mexico City DF at the Mexico PTO. Patent
Application titled "Current Peaking and RFI Choke Device."
Any Patent Application with the United States Patent & Trademark Office
derived from and substantially identical to the Chinese Application No.
95119282.5 titled, "Current Peaking and RFI Choke Device."
Process technology relating to the design requirement of the tooling
necessary to injection mold the base polymer around and encasing the central
positive plate of the capacitive ignition device as referred to in the above
patent applications.
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