Agreement with Xxxx
Xxxxxxxx
10.16
AGREEMENT
THIS AGREEMENT, made as of this 30th day of December, 1996 by and
between:
XXXX XXXXXXXX, an adult individual with offices at 000 Xxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxxxxxx 00000 (hereinafter "SELLER")
AND
XXXXX-PLAST, INC., a Florida corporation with its registered office offices
located at 000 Xxxxxxxxxx, Xxxxxxxxxxx,, Xxxxxxx 00000 (hereinafter "BUYER")
WITNESSETH THAT:
WHEREAS, SELLER is the inventor/developer of a "Hydrotherapy Jet and
Fixtures for Spa Tubs and Pools and a Method of installation (hereinafter
referred to as the "PRODUCT") and desires to secure manufacture and distribution
of such PRODUCT;
WHEREAS, BUYER is a divisional holding company, being the plastics
division of a public company, which desires to secure the rights to the PRODUCT
and to manufacture and distribute the PRODUCT;
WHEREAS, the parties have negotiated with respect to an agreement, have
reached certain understandings, and desire a written contract to evidence and
formalize their agreement;
NOW, THEREFORE, intending to be legally bound, and in consideration of
the mutual covenants contained herein, agree as follows:
1. (a) SELLER, on the terms and conditions of this Agreement, hereby sells,
transfers, conveys and assigns to BUYER all of his right, title and interest in
and to:
(i) the application for a U.S. Patent (serial # 08/682,432, filed
July 7, 1996; and
(ii) the PRODUCT, more specifically described on Exhibit A and the
attachments thereto, attached hereto and made a part hereof by reference; and
(iii) the concepts embodied in the PRODUCT, with all rights to enhancements,
modifications, improvements, and addition, whether now existing or hereafter
developed and whether or not patentable. BUYER, on the terms and conditions of
this Agreement, hereby buys
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all of SELLER's right, title and interest in the PRODUCT. Such purchase and sale
encompasses not only (i) the pending U.S. Patent (Serial # 08/682,432, filed
July 7, 1996 and (ii) the PRODUCT but also (iii) the concepts embodied in it,
with all rights to enhancements, Modifications, improvements, and additions,
whether now existing or hereafter developed.
(b) SELLER represents and warrants that he is the sole legal and beneficial
owner of the patent application and that there was no undisclosed co-inventor.
SELLER also represents and warrants that, to the best of his knowledge and
belief, he is the sole legal and beneficial owner of the PRODUCT and the
concepts embodied in it, that there are no adverse claims of inventorship, no
adverse intellectual property claims, and no liens or encumbrances against the
PRODUCT or the concepts embodied in it.
(c) SELLER shall execute such deeds, assignments, transf ers and other documents
as may be reasonably necessary or desirable to ef fectuate this sale, transf er
and assignment.
2. (a) BUYER shall immediately form a new, initially whollyowned,, subsidiary
(hereinafter "NEWCO'l) for the specific purpose of exploiting the assets and
rights hereby acquired. Such subsidiary shall be authorized to issue only 1,000
shares of Common Stock, all of which shall be. initially issued to BUYER, and
the shareholders shall have pre-emptive rights. BUYER shall immediately assign
to such subsidiary all of the assets and rights acquired hereunder and shall
delegate all of the duties and responsibilities hereunder. It is understood that
NEWCO may be called by another name when incorporated. Neither NEWCO, BUYER, nor
BUYER's parent corporation, Fidelity Holdings, Inc., shall further assign,
license, sub-license any of such assets or rights, nor license or assign any
right or power hereunder, unless such assignment and/or license includes a
provision for the payment of the royalty provided in subparagraph (c) below.
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(b) As partial consideration for the sale of the pending U.S. Patent, the
PRODUCT, and the concepts embodied therein, BUYER shall transfer to SELLER
twenty percent (20%) or two hundred (200) of the shares of NEWCO, so as to
constitute SELLER as a 20% shareholder of NEWCO.
(c) As the balance of the consideration for the sale of the pending U.S. Patent,
the PRODUCT, and the concepts embodied therein, subject to Paragraphs 9(f), 9(g)
and 9(h) below, NEWCO shall pay SELLER a royalty of five percent (5%) of the
Distributor Cost Price for all sales of the PRODUCT (including in the definition
of PRODUCT any enhancements, modifications, improvements, and additions, whether
now existing or hereafter developed, except as provided in Paragraph 9(f)
below). The term "Distributor Cost Price" means the actual wholesale price at
which NEWCO sells the PRODUCT (including all current enhancements,
modifications, improvements, and additions) to its distributors, net of all
reasonable discounts (e.g., cash, volume, promotional, prompt payment), returns
and reasonable allowances. The royalty shall be calculated on. the basis, of
actual receipts by NEWCO of Payments received; NEWCO is not a factor and does
not guarantee collection. Within forty-five (45) days after the end of each
calendar quarter, commencing with the quarter in which distribution begins,
NEWCO shall provide SELLER with a report for such quarter showing (i) all
shipments 'made during such quarter, including the number of PRODUCT units
shipped and the price at which sold; (ii) all shipments made during any prior
quarter for which payment has not yet been received during such quarter, @e.,
carried accounts; and (iii) all payments received during such quarter. Each such
report shall be accompanied by a check in the amount of the royalty calculated
to be due, as 5% of all payments received during such quarter. Following
commencement of the royalty reporting period as specified in subparagraph 2(d)
following and expiration of the eighteen month ramp-up period specified in
Paragraph 5 below, BUYER pay a minimum quarterly royalty of Five Hundred Dollars
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(d) NEWCO'S duty to provide royalty payments and royalty reports shall
commence with the quarter in which regular sales (not Beta testing) of the
Product commence.
3. NEWCO agrees that at all times it will keep complete, true and correct books
of account containing a current record of shipments, sales, discounts, returns
and allowances and payments in suff icient detail to enable the royalties
payable under this Agreement to be computed and verified. NEWCO further agrees
to permit an independent certified public accountant retained by SELLER to have
access for inspection of such books of account at reasonable intervals (no more
frequent than once each six months) during normal business hours, in a manner
not disruptive of NEWCO's employees or NEWCO's normal business activities. The
cost of such independent certified public accountant shall be borne by SELLER,
unless either (a) underpayments in any one quarter are in excess of 10% of the
amount actually paid by NEWCO or (b) underpayments in any one calendar year are
in excess of 10% of the amount actually paid by NEWCO. In either of such events,
NEWCO shall bear the cost. In any event, underpayments shall bear interest from
the last day of the accounting period being reviewed to the date of actual
payment, at the higher of seven percent (7%) simple interest per annum or the
prime rate of interest plus one percent (prime plus 1%) as established by First
Union National Bank of Florida.
4. All royalties due hereunder shall be paid in United States Dollars. All
royalties for an accounting period based on sales computed in foreign currencies
shall be converted to United States Dollars on the same basis as set forth in
the agreement with the foreign buyer. In the event of any dispute, the parties
shall use the buying rate for the transfer of such currencies to United States
Dollars as quoted by Fir st Union National Bank of Florida on the last day of
the accounting period, or the-first business day
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thereafter if such last day shall be a Saturday, Sunday or holiday.
5. (a) NEWCO shall, in good faith, with all deliberate speed, proceed to exploit
the PRODUCT by securing arrangements for its manufacture, distribution and sale.
NEWCO shall be a second tier subsidiary of Fidelity Holdings, Inc. which
anticipates filing a Registration Statement with the Securities and Exchange
Commission on or about February 28, 1997 to raise the funds to finance the
exploitation of the PRODUCT as required. In the event that Fidelity Holdings,
Inc. has not commenced funding NEWCO by September 30, 1997 (plus -a grace period
equal to the number of days from- June 30, 1997 to the date that the
Registration Statement shall be declared effective by the Securities and
Exchange Commission but not exceeding November 30, 1997), SELLER shall have the
option to terminate this Agreement as provided in Paragraphs 10(a)& 10(b) below.
All costs and expenses of such manufacture, distribution and sale, including but
not limited to: marketing; advertising and public relations; promotion;
additional or modified. molds or other tooling; packaging, transportation;
storage of raw materials and inventories; sales commissions; and NEWCO overhead
shall be borne by NEWCO without adjustment of or offset to the royalty payable
hereund er. The only deductions from Distributor Cost Price allowable are
discounts (e.g., cash, volume, promotional, prompt payment), allowances (which
may include co-op advertising, point-of-sale materials, etc.), and returns. (b)
By the earlier of (a) eighteen (18) months following completion of- all required
R&D and Beta testing, or (b) thirty (30) months following the execution of this
Agreement, NEWCO shall have established the manufacture, distribution and sale
of the PRODUCT. If at any time thereafter, NEWCO shall provide a quarterly
royalty report showing shipments of less than Ten Thousand Dollars ($10,000) and
BUYER declines to pay a minimum quarterly royalty of Five Hundred Dollars ($500)
with such report, SELLER may elect to terminate this Agreement. To exercise such
election, SELLER shall give written notice thereof to NEWCO, by certif ied mail,
return
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receipt requested, within twenty-one (21) days after receipt of the quarterly
royalty report and such termination shall be effective upon receipt thereof by
NEWCO. Notwithstanding such notice and termination, however, NEWCO may continue
with manufacture to fill all orders on hand at the date of termination and NEWCO
may continue with distribution and sale until its inventory is depleted. Failure
of SELLER to give such notice within twenty-one (21) days after receipt of the
quarterly royalty report shall constitute waiver of the election for that
quarter and this Agreement shall continue in full force and effect.
6. If, at any time, NEWCO shall determine (in its sole discretion) that sales of
the Product are inadequate to justify continued support of the Product, NEWCO
may elect to -terminate this Agreement. To exercise such election, NEWCO shall
give written notice thereof to SELLER, certified mail, return receipt requested
and such termination shall be effective upon receipt thereof by SELLER.
Notwithstanding such notice and termination, however, NEWCO may continue with
manufacture to fill all orders on hand at the date of termination and NEWCO may
continue with distribution and sale until its inventory is depleted. NEWCO shall
provide royalty reports and royalty payments as long as NEWCO continues to
manufacture, distribute and/or sell the PRODUCT.
7. (a) If any royalty report or royalty payment, as provided for in Paragraph 2
above, shall not be given or made to SELLER within forty-five (i5) days after
the end of a calendar quarter, such report shall-be "delinquent. Any delinquency
not cured within five (5) business days after receipt by NEWCO of written notice
from SELLER of such delinquency shall be a Default. Notice must be written but
may be given by registered mail, certified mail, by facsimile, or in person.
(b) If any three (3) consecutive royalty reports or payments are delinquent,
although such delinquencies are cured prior to default,
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it shall be a Default.
(c) If any three consecutive inspections of the books and records, as provided
in Paragraph 3 above, shall show underpayments, and there shall be evidence of
fraud with respect to the reporting and/or payments made, it shall be a Default.
(d) In the event of a Default, SELLER may elect to terminate this Agreement. To
exercise such election, SELLER shall give written notice thereof to NEWCO,
certified mail, return receipt requested within twenty-one (21) days after the
Default and such termination shall be effective upon receipt thereof by NEWCO.
Notwithstanding such notice and termination, however, NEWCO may continue with
manufacture to fill all orders on hand at the data of termination and NEWCO may
continue with distribution and sale until its inventory is depleted and NEWCO
shall provide royalty reports and royalty payments as long as NEWCO continues to
manufacture, distribute and/or sell the PRODUCT. Failure to give such notice
within twenty-one (21) days after the Default shall constitute waiver of NEWCO'S
Default and this Agreement shall continue in full force and effect.
8 (a) In the event of termination of this Agreement pursuant to Paragraph 5 (b)
, Paragraph 6, or Paragraph 7, or by mutual agreement of the parties, BUYER
shall cause NEWCO to redeem the $00 shares of NEWCO Common Stock held by it for
a Promissory Note from NEWCO to BUYER bearing interest at the prime rate plus
one percent (1%-) which Note shall mature in one hundred and twenty (120) months
after the end of the month in which the redemption occurs and which shall be
payable in quarterly installments equal to two and onehalf percent of the gross
revenues of NEWCO for the prior quarter. The f irst -quarterly payment shall be
due and payable on the second Thursday of the month after the end of the first
calendar quarter after redemption. For example, if redemption occurs on April
21, the note will mature 120 months after April. 30 and the first
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quarterly payment will be due on the second Thursday of July, Quarterly payments
will be applied first to interest and then to principal. No personal guarantee
of the note shall be required. The principal of the Note shall be equal to
eighty percent (80%) of the net worth of NEWCO as shown on the books of NEWCO as
of the end of the quarter preceding termination.' Such action shall be taken
within fifteen (15) business days after receipt of notice of termination, it
being the intent to implicitly transfer ownership of the Product and related
assets and business (including liabilities) to SELLER by constituting him as the
sole shareholder and independent owner of NEWCO.
(b) In the event that NEWCO has filed any patent application(r,) (patent(s)
'pending) or has been issued any patent(s), the implicit transfer and conveyance
of ownership of NEWCO in subparagraph (a) above shall include such applications)
and patent(s), except as may be required for a third party invention as provided
in Paragraph 9(f).
9. (a) NEWCO understands and acknowledges that the Product is not yet patented,
although a patent application has been filed. SELLER does not represent that-the
Product is patentable.
(b) Following the execution of this Agreement, NEWCO shall pay up to Five
Thousand Dollars in payment of fees and costs associated with the continued
prosecution of the patent application for the PRODUCT in the United States
Patent and Trademark Office, including but not limited to legal fees, filing
fees, extension fees, issue fees, formal drawing costs, postage and appeals.
SELLER shall be responsible for, and shall personally pay, all such fees and
costs above NEWCO's $5,000.
(c) It is the intent of the parties that SELLER shall continue to seek to
improve and enhance the PRODUCT. From time to time, as' SELLER shall develop
improvements and/or accessories to and for the
8
PRODUCT, he. shall provide a full and complete written disclosure of such
improvement and/or accessory to BUYER. Both parties shall keep such disclosures
in complete confidence and do nothing to compromise the patentability of such
improvement and/or accessory. NEWCO may, in its sole discretion, seek to obtain
a patent on any improvements to and/or accessories invented by the SELLER for
the PRODUCT, and in doing so obligates itself to pay all fees and costs
associated with the filing and prosecution of patent application(s) in the
United States Patent and Trademark office therefor. Any such patent application
shall be filed in the name of SELLER as inventor or as a co-inventor, as
applicable; however, SELLER agrees to execute promptly and without cost to BUYER
such assignments of any such patent applications or patent(s) to NEWCO as may be
reasonably required. NEWCO may not abandon the application for the PRODUCT or
the applications. to and/or accessories for the PRODUCT for which SELLER is an
inventor and NEWCO files an application, without the express written consent of
SELLER which shall not be unreasonably withheld. If NEWCO does not seek to
obtain a patent on an improvement to or accessory for the PRODUCT within six (6)
months after a disclosure by SELLER to NEWCO of the improvement to and/or
accessory for the PRODUCT, SELLER may seek to obtain a patent on the improvement
and/or accessory to the exclusion of NEWCO, and SELLER shall then be responsible
for paying all fees and costs associated therewith. However, in the event that
SELLER's patent application differs from the scope of the disclosure previously
'made to BUYER, SELLER shall make a new disclosure to BUYER under this
subparagraph and SELLER shall have the right to claim such patent application
and proceed as provided herein.
(d) NEWCO has the option, in its sole discretion, to seek foreign patents on the
PRODUCT for which a patent application has been filed in the United States
Patent and Trademark office, and on improvements to and/or accessories for the
PRODUCT for which NEWCO .has filed a patent application in the United States
Patent and
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Trademark Of f ice. if NEWCO elects to seek foreign patent (s) , NEWCO shall pay
all fees and costs for the foreign patent applications which it files. Not less
than thirty (30) days prior to the lapse of foreign patent rights with respect
to the PRODUCT or f or an improvement to and/or accessory f or the PRODUCT,
NEWCO shall provide notice to SELLER of whether it intends to seek foreign
patent rights. If NEWCO does not intend to file a foreign patent application on
the PRODUCT or on an improvement and/or accessory to the exclusion of NEWCO, and
SELLER shall then be responsible for paying all fees and costs associated
therewith.
(e) To the extent provided in subparagraphs (c) and (d) above, SELLER is
obligated to execute promptly all required assignments of patents and patent
applications. NEWCO shall not be obligated to provide royalty reports or to make
royalty payments until such assignments are properly executed and delivered.
From and after the date on which SELLER executes an assignment as required under
subparagraph (b) above, the sale. of all improvements and accessories shall be
subject to the royalty and royalty reporting ?requirements of Paragraph 2,
above; subject, nevertheless to subparagraph 2(d).
(f) If NEWCO shall acquire any patent applications and/or any patent(s) from a
third party, NEWCO may agree with such person to pay such person a royalty and
such royalty shall not be payable to SELLER, nor shall SELLER receive a royalty
on that portion of the Distributor-'-Cost Price attributable to third party
patent .applications and/or patents. in the event that the third party product
is marketed and sold in combination with the PRODUCT, allocation of the
Distributor Cost Price for royalty calculation purposes shall be made on the
basis of the respective manufacturing Costs of the components. In the event of
the implicit transfer and conveyance as required in subparagraph 8(a) above,
NEWCO shall remain -bound by, and shall automatically continue to pay TO, such
person according to the terms of any agreement
10
between NEWCO and such person.
(g) in the event that patent protection 'for the PRODUCT is not ultimately
obtained, for whatever reason, but no third party has commenced the sale of a
copy or of a similar device to the PRODUCT, NEWCO 'may notify SELLER that it
elects under this subparagraph to either (i) terminate this agreement as
provided in Paragraph 8 above or (ii) continue the business but reduce the
royaly payable to SELLER to four percent (4%). Such election shall be effective
upon receipt of such notice by SELLER and shall affect only shipments made
thereafter.
(h) in the event that patent protection for the PRODUCT is not ultimately
obtained, for whatever reason, and a third party commences sale of a copy or of
a similar device to. the PRODUCT, and NEWCO determines that the competition
requires a lowering of the price in order to be competitive, NEWCO may notify
SELLER that it elects under this subparagraph to either (i) terminate this
agreement as provided in.Paragraph 8 above or (ii) continue the business but
reduce the royalty payable to SELLER to three percent (3%) . such election shall
be ef f ective upon receipt of such notice by SELLER and shall affect only
shipments made thereafter.
10 (a) Until and unless terminated as provided in Paragraph 5 (a) Paragraph 5(b)
, Paragraph 0, or Paragraph 7 above, or until and unless terminated by mutual
agreement of the parties, this Agreement shall remain in full force and effect
in perpetuity. Notwithstanding the foregoing, SELLER may terminate this
Agreement upon twenty-one (21) business days written notice in the event of:
(i) liquidation of NEWCO;
(ii) insolvency or bankruptcy of NEWCO;
(iii) inability of NEWCO to meet its obligations hereunder; .
(iv) failure of NEWCO to satisfy any judgment against it;
(v) appointment of a receiver or trustee for NEWCO; assignment by
NEWCO for the benefit of its creditors;
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or
(vii) failure by Fidelity Holdings, Inc. to fund NEWCO as provided in
Paragraph 5(a).
(b) Subject to the claims of any creditors or lien holders, upon termination of
this Agreement by the SELLER by reason of any event in subparagraphs (i) through
(vi) inclusive under Paragraph 10 (a), any patents or patent applications
assigned to NEWCO in which SELLER is the inventor or a co-inventor shall be
reassigned to SELLER. Upon termination of this Agreement by the SELLER by reason
of event (vii) under Paragraph 10 (a) , any patents or patent applications
assigned to NEWCO in which SELLER is the inventor or a co-inventor shall be
reassigned to SELLER free and clear of all liens and encumbrances.
11. (a) It is the intent of the parties, as provided in Paragraph 2 above, that
BUYER shall transfer and assign the assets and rights obtained under this
Agreement to NEWCO, a corporation-to-be-formed. For all purposes of this
Agreement, SELLER authorizes such transfer and assignment, but BUYER shall 'be
jointly and severally bound hereby and, subject to subparagraph (b) following,
shall guarantee performance hereunder.
(b) Nothing contained in this Agreement is intended to restrict the rights of
either party to sell, transfer, assign or otherwise dispose of his or its
interest in NEWCO but no such assignment shall terminate, modify or otherwise
affect the rights and duties of the parties under this Agreement, except that
BUYER shall not be deemed a guarantor of the performance by any transferee or
assignee of its interest or by NEWCO. under the ownership of any such transferee
or assignee.
(c) In the event that BUYER determines to sell, transfer, assign or otherwise
dispose of its entire interest in NEWCO and secures an offer from a third party
to acquire such interest, SELLER shall have a right of first refusal to acquire
such interest on the same
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terms and conditions as offered by the third party. BUYER shall notify SELLER in
writing of its intent to dispose of its entire interest and of the terms and
conditions offered by the third party. SELLER shall have a period of ten (10)
business days to determine whether or not to a @ ire the interest on such terms
and conditions. If SELLER does not notify BUYER in writing of his intent to
exercise his right of first refusal by 5:00 p.m. Eastern Time on the tenth
business day following BUYER's notification, BUYER may proceed with the third
party. Alternatively to exercising his right of first refusal, SELLER may notify
BUYER that he desires to have his interest in NEWCO included in the proposed
sale, transfer, assignment or disposition. In such event, BUYER shall endeavor
to accommodate SELLER's desire; however, inclusion of SELLER shall not become a
condition of any transaction by BUYER.
12. All notices to a party shall be deemed given when mailed by registered or
certified mail to the address set forth below or such other address as may be
substituted therefor by notice:
TO SELLER; Xxxx Xxxxxxxx
000 Xxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxxxx Ob492
With a copy to: Xxxxx X. Xxxxxx, Esq.
00 Xxxxx Xxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
TO NEWCO: Xxxxxx X. Xxxxx, President
Xxxxx-Plast, Inc.
000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000
With a copy to: Xxxxx Xxxxx, Presidefit
Fidelity Holdings, Inc.
00-00 Xxx Xxxxxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxx Xxxx 00000
13. This Agreement is the entire Agreement among the parties with respect to
the PRODUCT and any modifications and accessories. therefor and supersedes all
discussions, correspondence, memoranda, interim negotiations, and any other
prior agreements among the parties with respect thereto except as herein
specified. There are
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no representations, warranties or other agreements except as expressed in this
Agreement. No alteration, modification, or waiver of term or condition hereof
shall be binding unless in writing and signed by all parties.
14. This Agreement may be amended only with the written approval of the party to
be charged therewith; provided, however, that no such amendment may be 'made
that would cause a breach of any warranty or representation herein.
15. Whenever required by the context hereof: the masculine gender shall be
deemed to include the feminine and neuter; and the singular member shall be
deemed to include the plural. Time is expressly declared to be of the essence of
this Agreement. This Agreement shall be deemed to have been mutually prepared by
all parties and shall not be construed against any particular party as the
draftsman.
16. It is the intent of the parties that this Agreement shall be construed and
interpreted, and-id that all questions arising hereunder shall be determined in
accordance with the provisions of the laws of the State of Florida.
17. This Agreement shall be binding upon and shall inure to the benefit of the
parties and their successors and assigns.
18. Any controversy, claim or dispute arising out of or resulting from this
Agreement, or the breach thereof, that cannot be resolved by negotiation, shall
be resolved by arbitration, to be held in the borough of Queens, New York, New
York, in accordance with the rules and regulations of the American Arbitration
Association, except that the provisions for discovery shall be as set forth in
the Rules of Civil Procedure then in effect in New York. Failure 'of a party to
participate or cooperate shall constitute grounds for default judgment. The
arbitrator shall award legal fees and costs
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to the prevailing party. The decision of the arbitrator shall in each case,
including awards and the allocation of costs, be final and binding upon the
parties. Judgment upon the award rendered by the arbitrator may be. entered in
any I Court having jurisdiction thereof.
19. This Agreement may be executed in two or more counterparts and by facsimile,
any one of which shall be deemed to be an original.
20. No agent, broker, person, or firm acting on behalf of either party or any of
their subsidiaries or under the authority of any of them is or will be entitled
to any commission or broker's or finder's f ee or financial advisory fee in
connection with any of the transactions contemplated herein.
IN WITNESS WHEREOF, and intending to be legally bound, the parties have
hereunto set their hands and seals the day and year first above written.
XXXXX-PLAST, INC. (BUYER)
ATTEST:
By___________________________________
Xxxxxx X. Xxxxx
___________________________________
Secretary
WITNESS:
___________________________________ ___________________________________
Xxxx Xxxxxxxx (SELLER)
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Exhibit "A" for Purchase contract
A system for assembling water, light and aeration devices and attaching same to
hot tubs, spas and other appliances as more specifically described in attached
patent 08/682,432 filed July 7,1996.
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