VENTURE AGREEMENT
THIS AGREEMENT entered into as of the 10th day of November 2000, by and
between World Associates, Inc., a publicly traded Nevada corporation, ("World")
and Vanguard Space Corporation, a Delaware Corporation ("Vanguard") and Xxxxx X.
Xxxxx, individually, ("DRS") who shall together be referred to hereinafter as
the Parties.
W I T N E S S E T H:
WHEREAS, DRS owns all right, title and interest to intellectual
property evidenced by certain patents related to the "apparatus and methods for
in-space satellite operations", the "Patents". The Patents shall include all
current or hereafter created updates, enhancements or additions of any kind. The
Patents are more fully described on Exhibit A, that is attached hereto and made
a part hereof, and;
WHEREAS, DRS agrees to transfer all right, title and interest in the
Patents to a Nevada corporation to be formed by the Parties and named
International Space and Technology, Inc., "IST", and thereafter to contribute or
deliver other management, technical expertise and contracts to IST, and;
WHEREAS, World is a fully reporting OTC Bulletin Board Company, symbol
WAIV, with access to the capital markets as a means of obtaining financing for
IST, and;
WHEREAS, World agrees to provide funds to IST which shall be used for
the construction of one Remote Cockpit and license to related Patents, and;
WHEREAS, the Parties agree to exchange shares in their respective
companies as a means of reinforcing the mutual commitments,
NOW, THEREFORE, upon the Closing Date (as hereinafter defined), and
upon the terms, subject to the conditions and in reliance on the
representations, warranties and covenants set forth herein and for other good
and valuable consideration the Parties agree as follows:
ARTICLE 1
THE TRANSACTION
1.1 SALE OF THE PATENTS. DRS hereby agrees to sell and transfer to IST all
right, title and interest to the Patents without any limitation and free and
clear of any encumbrance in return of a 49% interest in IST.
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1.2 VOTING RIGHTS: World agrees that DRS shall be entitled to vote two (2%)
percent of World's common shares. That agreement shall be evidenced by a simple
Voting Agreement between the Parties.
1.3 WORLD FUNDING: World agrees to provide $1.6 Million dollars in return for
51% of the common shares in IST to be used to fund the construction of one
Remote Cockpit unit and license of related patents. A first installment of Five
Hundred Thousand Dollars shall be due by November 17, 2000 and the balance
within 60 days from the date (November 8, 2000). It is agreed that DRS shall
hold title to the Patents as security until such time as the funds are received
in full by IST. At that time the Patents will be immediately assigned the to IST
according to terms herein defined.
1.4 EXCHANGE OF STOCK: World agrees to exchange One Million Shares of its common
stock with Vanguard in return for 15% of the issued and outstanding shares of
Vanguard.
1.5 EXCLUSIVE LICENSE. The Parties agree that IST shall give Vanguard an
exclusive license to the Patents which shall be evidenced by a Patent License
Agreement to be attached hereto as EXHIBIT B.
1.5.1 CONSIDERATION FOR LICENSE: In consideration for the Patent
License Agreement IST shall receive contracts from Vanguard related to the area
of remote cockpit operations including all aspects of management, training,
delivery and operation of hardware and materials for the Remote Cockpit(s) in
support of on orbit operations. Initially the contracts shall include the
following:
a) The "Remote Cockpit Lease and SIRE Operations Management
Agreement", attached hereto as EXHIBIT C, shall be to provide support
for remote satellite operations including management, training,
delivery and operation of hardware and materials for the Remote
Cockpit(s). The value of this contract is shall be for One Million
Three Hundred Thousand US Dollars.
b) " Integration Contract One", shall be to perform
integration work to prepare the Propulsion Control Vehicle for its
first mission. The value of this contract is expected to be $3.9
Million US.
c) "Integration Contract Two", shall be to perform integration
work to prepare the Remote Cockpit funded by IST for the first Remote
Cockpit Demo Mission.
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1.5.2 PERCENTAGE OF INCOME. IST agrees that Vanguard shall receive a
Fifty (50%) share of the net income after the preferred return to IST of 15%
from management or other contracts IST receives in support of the Remote Cockpit
project.
ARTICLE 3
THE CLOSING
3.1 DATE AND PLACE OF CLOSING. The closing under this Agreement, the "Closing",
shall take place at the offices of World Associates, Inc. January 9th 2000 at
10:00 A.M., the "Closing Date". The location of the Closing and the Closing Date
may be revised by the mutual written agreement of the parties.
3.2 DOCUMENTATION AT CLOSING. At the Closing the Parties shall deliver each to
the other such corporate and other documentation as is reasonably required by
the Parties respective counsel. Such shall include, but not be limited to
corporate resolutions or other documents. World acknowledges receipt of fax of a
letter from International Space Brokers, Inc. indicating that insurance should
be available for the mission.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF VANGUARD AND DRS
Vanguard DRS hereby represent and warrant to World, as follows:
4.1 PATENTS: Vanguard and DRS individually and collectively represent and
warrant to World that DRS is the sole owner possessing all rights, title and
interest in and to the Patents without limitation, that there are no liens or
other encumbrances of any kind, and finally, that there are no sublicense
agreements as of this date. DRS has full authority to enter into this Agreement
to sell, transfer and assign the Patents along with all associated rights
thereto.
4.2 ORGANIZATION AND STANDING. Vanguard is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
4.3 CORPORATE AUTHORITY. Vanguard, its Board and Officers have full corporate
authority to execute and carry out this Agreement. This Agreement constitutes a
valid and binding obligation between Vanguard and World. The transactions
contemplated hereby shall be duly authorized and shall not be in violation of
the Articles of Incorporation or By-Laws of Vanguard.
4.4 RESTRICTED SECURITIES. Vanguard and DRS acknowledges that shares issued in
connection with this Agreement shall be restricted securities and have not been
registered under the securities Act of 1933 and 1934, as amended (the "Act").
Vanguard represents and warrants that it is acquiring the Shares for investment
and not with a view to the distribution thereof.
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4.5 PUBLIC COMPANY AFFILIATE: The Parties agree and acknowledge that IST will be
required to provide audited financial statements with quarterly reviews to World
in a time frame and according to specifications suitable for World to include
this information in the SEC filings it is required to make as a fully reporting
public company.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF WORLD
The World represents and warrants to Vanguard as follows:
5.1 ORGANIZATION AND STANDING. World is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada.
5.2 CORPORATE AUTHORITY. World, its Board and Officers have full corporate
authority to execute and carry out this Agreement. This Agreement constitutes a
valid and binding obligation between Vanguard and World. The transactions
contemplated hereby shall be duly authorized and shall not be in violation of
the Articles of Incorporation or By-Laws of World.
5.3 RESTRICTED SECURITIES. World acknowledges that shares issued in connection
with this Agreement shall be restricted securities and have not been registered
under the securities Act of 1933 and 1934, as amended (the "Act"). World
represents and warrants that it is acquiring the Shares for investment and not
with a view to the distribution.
ARTICLE 6
GENERAL PROVISIONS
6.1 EXPENSES. Whether or not this Agreement closes, the parties shall pay their
own respective expenses, including without limitations, the fees, disbursements
and expenses of their attorneys, accountants, and investment advisers, in
connection with the negotiation and preparation of this Agreement and the
consummation of transactions contemplated by it.
6.2 JURISDICTION. This Agreement shall be governed by the laws of the State of
California and venue for any action to enforce, construe or otherwise review
this Agreement shall lie in the State of California, Los Angeles County.
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6.3 NOTICES: Notices to be given hereunder shall be considered delivered to
either of the parties when either hand delivered, telecopied, delivered by
courier, or when delivered by registered or certified mail, postage prepaid to
the following addresses:
If to Vanguard Vanguard Space Corporation
0000 X. Xxxxxxx Xxxx., Xxxxx 000
Xxx Xxxxxxx, XX 00000
Phone: 000-000-0000
Fax: 000-000-0000
If to World World Associates, Inc.
0000 Xxxxxx Xxx Xxxx, Xxxxx Xxx
Xxx Xxxxx, Xxxxxx 00000
Phone: 000-000-0000
Fax: 000-000-0000
Either party may give notice of a change to their address by giving written
notification of such to the other party at the above address.
6.4 ENFORCEABILITY: The invalidity or unenforceability of any particular
provision of this Agreement will not affect the other provisions hereof. This
Agreement will be construed in all respects as if such invalid or unenforceable
provisions were omitted.
6.5 ASSIGNMENT: This Agreement is shall not be assigned to any third party
without the express written consent of the other party to this Agreement.
6.6 WAIVER AND MODIFICATION. This Agreement may not be amended, modified,
superseded, or canceled, and none of the terms, covenants, representations,
warranties, or conditions may be waived, except by all the parties hereto, or in
the case of a waiver, by the party or parties waiving compliance. The failure of
any party at any time or times to require strict performance of any provision
hereof shall not in any manner affect the right of such party at a later time to
enforce the same.
6.7 SUCCESSORS IN INTEREST. This Agreement shall be binding upon and inure to
the benefit of the heirs, distribute, legatees, beneficiaries, successors,
assigns, and transferees of the parties.
6.8 OTHER DOCUMENTS. The Exhibits attached to this Agreement and the documents
and instruments delivered at the time or prior to execution of this Agreement
and delivered on or prior to the Closing Date are expressly made a part of this
Agreement as fully as though completely set forth in it.
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6.9 SEVERABILITY. If any part, term, provision, paragraph, or section of this
Agreement is held to be illegal or in conflict with state or federal law, the
remaining portions, provisions, and sections shall continue in full force and
effect.
6.10 CAPTIONS. The respective captions of the sections and paragraphs of this
Agreement are inserted for convenience of reference only and shall not be deemed
to modify or otherwise affect in any respect any of the provisions of this
Agreement.
6.11 COUNTERPARTS AND FACSIMILE. This Agreement may be signed in one or more
counterparts, each of which will be deemed an original and all of which together
shall constitute an agreement. Facsimile signatures shall be deemed original
signatures for the purpose of execution of this Agreement.
6.12 DISPUTES. In the event of a dispute arising out of the enforcement of this
Agreement, the parties agree as follows:
6.12.1 PREVAILING PARTY. The prevailing party shall be entitled to
recover reasonable attorney's fees, together with court or other costs expended
from the non-prevailing party in an action at trial, arbitration or upon appeal.
6.12.2 ARBITRATION: Any controversy or claim arising out of or relating
to this contract, or the breach thereof, except only for requests for injunctive
or other equitable relief, or for any other cause whatsoever, shall be settled
by arbitration administered by the American Arbitration Association under its
Commercial Arbitration Rules, and judgment on the award rendered by the
arbitrator(s) may be entered in the records any court having jurisdiction
thereof.
Any judicial action filed, except only requests for injunctive or other
equitable relief, other than before the American Arbitration Association, shall
immediately be dismissed and thereafter referred to the American Arbitration
Association staff. Any cost associated with such filing shall be paid by the
party responsible for the filing.
6.13 FURTHER ACTION. The parties hereto agree to take such actions and provide
such additional information and/or documentation as may be necessary or
appropriate to carry out the intent and accomplish the matters set forth herein.
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IN WITNESS WHEREOF, the Parties hereunto have set their hand and seal as of
last date shown below.
Vanguard Space Corporation, a Delaware corporation
Xxxxx Xxxxx, President
/S/ Xxxxx Xxxxx
__________________________ date Nov 12, 2000
signature:
Xxxxx X. Xxxxx, individually
/S/ Xxxxx Xxxxx
__________________________ date Nov 12, 2000
signature:
World Associates, Inc., a Nevada corporation
Xxxxxxx Xxxxxx, President
/S/ Xxxxxxx Xxxxxx
__________________________ date Nov 12, 2000
signature:
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SCHEDULE OF EXHIBITS
1. Exhibit A Patents
2. Exhibit B Patents License Agreement
3. Exhibit C Remote Cockpit Lease and
SIRE Operations Management Agreement
4. Exhibit D Letter From International Space Brokers regarding
Insurance Coverage
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XXXXXXX X
XXXXXXX
Xxxxxx Xxxxxx Patent 6,017,000
Xxxxx Xxxxx
January 25, 2000
Apparatus and methods for in-space satellite operations Web Reference as
follows:
xxxx://000.000.000.00/xxxxxxx/xxx-
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United States Patent 5,806,802
Xxxxx Xxxxx
September 15, 1998
Apparatus and methods for in-space satellite operations Web Reference as
follows:
xxxx://000.000.000.00/xxxxxxx/xxx-
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PALL&p=1&S1=5806802&OS=5806802&RS=5806802
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United States Patent 5,803,407
Xxxxx Xxxxx
September 8, 1998
Apparatus and methods for in-space satellite operations Web Reference as
follows:
xxxx://000.000.000.00/xxxxxxx/xxx-
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PALL&p=1&S1=5803407&OS=5803407&RS=5803407
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European Patent 0684920, 30.08.2000
Xxxxx Xxxxx
Methods for In-Space Satellite Operations
Claim 4 "proximity operations of the extension spacecraft and the
target satellite are controlled remotely from a remote cockpit,
comprising..."
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EXHIBIT B
PATENTS LICENSE AGREEMENT
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EXHIBIT C
REMOTE COCKPIT LEASE
AND
SIRE OPERATIONS MANAGEMENT AGREEMENT
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EXHIBIT D
LETTER FROM INTERNATIONAL SPACE BROKERS REGARDING
INSURANCE COVERAGE
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