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ASSIGNMENT AGREEMENT
THIS AGREEMENT made as of this 31st day of July, 1996.
B E T W E E N :
BGS PROMOTIONS INC., a company incorporated under
the laws of the British Virgin Islands
(hereinafter called "BGS")
- and -
GLOBESAT INFRASTRUCTURE TECHNOLOGIES CORP., a
company incorporated under the laws of the State of Utah, U.S.A.
(hereinafter called "Globesat")
WHEREAS by an agreement dated as of January 15, 1996 between
AMR Investments Limited and BGS (the "January Agreement"), AMR
assigned to BGS all of the rights and benefits flowing from a
certain exclusive license (the "U.S. License") relating to
certain technical information and processes throughout the United
States of America in connection with the Supercrete Technology
(as defined therein) in consideration of the assumption by BGS of
certain indebtedness of AMR;
AND WHEREAS BGS desires to assign, and Globesat desires to
assume, the rights and benefits flowing from the January
Agreement to Globesat;
AND WHEREAS all capitalized terms herein and not otherwise
defined herein shall have the meaning ascribed thereto in the
January Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the mutual covenants and agreements contained herein, the sum
of One Dollar ($1.00) paid by each party hereto to each of the
other parties hereto and for other good and valuable
consideration (the receipt and sufficiency of which are hereby
acknowledged by each of the parties hereto), it is hereby agreed
as follows:
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1. Assignment of Rights and Supply and Distribution Agreement.
(a) BGS hereby assigns to Globesat all of BGS's right,
title and interest in and to the U.S. License, all benefits
derived therefrom and any and all rights anicillary thereto, and
Globesat hereby accepts such assignment.
(b) For greater certainty, the assignment constituted
hereby does not include the assumption of any indebtedness of AMR
or BGS by Globesat.
2. Consideration.
(a) In consideration of the assignment of the U.S. License
by BGS to Globesat hereunder, from the commencement of this
Agreement to the expiry of five years from the date hereof,
Globesat shall pay to BGS an aggregate sum of one million dollars
($1,000,000).
(b) Such sum shall be satisfied by payment by Globesat to
BGS of the minimum annual payments set out below on or before the
anniversary date of this Agreement in each respective year:
Year Minimum Payment
1997 $100,000
1998 $250,000
1999 $300,000
2000 $350,000
(c) provided that any annual minimum payment may be reduced
to the extent that any preceding annual minimum payment has been
exceeded, such that the annual minimum payment for any year does
not exceed the amount stated in the above table. Provided,
however, that Globesat may elect, at its sole option, to prepay
the entire sum, or any part thereof, referred to in subsection
3(a) at any time and from time to time without bonus or
deduction.
3. Non-Competition and Non-Solicitation. BGS hereby covenants
and agrees that for a period of three (3) years from the date
hereof:
(a) that it will not for itself, or on behalf of any other
person, partnership, company, corporation or other entity,
contact any employee, consultant, supplier or customer in respect
of the U.S. License or the Supercrete Technology, directly or
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indirectly, or aid, abet or assist any other person or entity in
contacting any employee, consultant, supplier or customer in
respect of the U.S. License or the Supercrete Technology, for the
purpose of initiating, engaging in or furthering competition with
such business or for the purpose of hiring such employee or
consultant;
(b) that it shall not directly or indirectly organize or
participate in the organization of any firm, partnership, corpor-
ation, joint venture or other business entity if such firm,
partnership, corporation, joint venture or entity is engaged or
to be engaged in any business, conduct or activity in competition
with that of the U.S. License or the Supercrete Technology; and
(c) that it shall not, directly or indirectly, either
individually or as a consultant, partner, owner or shareholder,
or in any other capacity whatsoever with respect to any person,
firm, partnership, corporation, joint venture or other business
entity, engage in or aid, assist or abet others in engaging in
any business, conduct or activity in competition with that of the
U.S. License or the Supercrete Technology.
5. Representations and Warranties of BGS. BGS hereby
represents and warrants to Globesat (which representations and
warranties shall survive the execution of this Agreement) that:
(a) BGS has good right, full corporate power and authority
to enter into this Agreement and, subject to the consent of
Supercrete N/A Ltd., to assign the U.S. License to BGS in the
manner contemplated herein and to perform all of its obligations
hereunder. BGS has duly executed and delivered this Agreement;
(b) this Agreement is a legal, valid and binding obligation
of BGS enforceable against it in accordance with its terms
subject to (i) bankruptcy, insolvency, moratorium, reorganization
and other laws relating to or affecting the enforcement of
creditors' rights generally and (ii) the fact that equitable
remedies, including the remedies of specific performance and
injunction, may only be granted in the discretion of a court; and
(c) no person has any agreement, option, understanding or
commitment, or any right or privilege (whether by law, preemptive
or contractual) capable of becoming an agreement, option or
commitment, for the purchase or other acquisition from BGS of any
of the rights or benefits in respect of the U.S. Licence, or any
rights or interest therein.
6. Waiver. No waiver by any party hereto of a breach of any of
the covenants, conditions and provisions herein contained shall
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be effective or binding upon such party unless the same shall be
expressed in writing and any waiver so expressed shall not limit
or affect such party's rights with respect to any other future
breach.
7. Severability. In the event that any of the provisions
herein contained shall be held unenforceable or declared invalid
for any reason whatsoever, such unenforceability or validity of
the remaining provisions of this Agreement and such unenforceable
or invalid portion shall be servable from the remainder of this
Agreement.
8. Interpretation not Affected by Headings. The division of
this Agreement into articles and sections is for convenience of
reference only and shall not affect the interpretation or
construction of this Agreement.
9. Currency. Unless otherwise indicated herein, all dollar
amounts referred to in this Agreement are in lawful money of
Canada.
10. Successors and Assigns. This Agreement shall be binding
upon and enure to the benefit of the parties hereto and their
respective successors and permitted assigns.
11. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements, understandings,
negotiations, commitments, conditions, representations,
warranties and undertakings.
12. Counterparts. This Agreement may be executed in several
counterparts, each of which so executed shall be deemed to be an
original, and such counterparts together shall constitute but one
and the same instrument.
13. Governing Law. This Agreement shall be construed,
interpreted and enforced in accordance with, and the respective
rights and obligations of the parties shall be governed by, the
laws of the Province of Ontario.
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IN WITNESS WHEREOF this agreement has been executed by the
parties hereto as of the date first above written.
GLOBESAT INFRASTRUCTURE TECHNOLOGIES CORP.
Per: /S/ Xxx X. Xxxxxxxxxx, President
BGS PROMOTIONS INC.
Per: /S/ Xxxxxxx X. Topppin, Director
