EXHIBIT 10.2
PATENT LICENSE AGREEMENT
Codec
This Patent License Agreement (hereinafter referred to as this "Agreement")
dated as of the Effective Date (as hereinafter defined) is made and entered
into
between
GlobalSCAPE, Inc., a corporation duly organized and existing under the laws of
Texas, United States of America and having its principal office and place of
business at 000 Xxxx Xx, Xxxxx 000, Xxx Xxxxxxx, Xxxxx 00000, XXX,
(hereinafter referred to as "Licensee")
and
Thomson Consumer Electronics Sales GmbH, a corporation duly organized and
existing under the laws of the Federal Republic of Germany and having its
principal office and place of business at Xxxx Xxxxxxxx Xxxxx 00, 00000
Xxxxxxxx, Xxxxxxx,
(hereinafter referred to as "TCE").
WITNESSETH:
WHEREAS,
TCE has acquired the exclusive sublicensing rights under certain patents
owned by Fraunhofer Gesellschaft zur Forderung der Angewandten Forschung
e.V., Munich, Germany (hereinafter referred to as "FhG") relating to MPEG
Layer-3; and
WHEREAS,
TCE and a sister company of TCE, called Deutsche Xxxxxxx-Xxxxxx GmbH,
Villingen, Germany, are the owners of certain other patents relating to
MPEG Layer-3; and
WHEREAS,
Licensee desires to obtain the right to manufacture, sell and distribute
certain products incorporating inventions protected by such patents and
patent applications; and
WHEREAS,
Licensee has developed by its own resources a software utilizing MPEG
Layer-3, without having received any particular know-how and/or software
from FhG; and
WHEREAS,
Licensee has requested TCE to grant to Licensee a license under the patents
of FhG and TCE relating to such products; and
WHEREAS,
TCE is willing to grant such license to Licensee.
NOW THEREFORE,
in consideration of the premises and the faithful performance of the mutual
covenants hereinafter set forth, the parties hereto hereby agree as
follows:
1. DEFINITIONS
For the purpose of this Agreement, the following terms when used with a capital
initial letter shall have the respective meanings set forth below:
1.1. "LICENSED DECODERS" means software products of Licensee, marketed under
an established or registered brandname or trademark of Licensee and/or
Licensee's Affiliates, utilizing MPEG Layer-3 compression technologies
according to the teaching of the Licensed Patents capable of decoding
data, but not of encoding any kind of data.
1.2. "LICENSED CODECS" means software products of Licensee, marketed under an
established or registered brandname or trademark of Licensee and/or
Licensee's Affiliates utilizing MPEG Layer-3 compression technologies
according to the teaching of the Licensed Patents capable of encoding
data. A Licensed Codec may, but is not required to, include a Licensed
Decoder:
1.2.1. "FREE LIMITED LICENSED CODECS" means Licensed Codecs which are not sold,
used, leased or otherwise disposed of by Licensee, Licensee's Affiliates
and/or third party authorized by Licensee and/or Licensee's Affiliates
against a compensation in money or any other consideration, but instead
are disposed of for free, solely for the purpose of generating upgrade
business to Licensed Codecs without any restriction concerning their
functionality and have:
a) the capability of encoding a limited number of data files (i.e. not more
than 20 (twenty) copies), or
b) a limited life time, i.e. that the functionality of the software ceases
after a given period of time (i.e. a period not longer than 30 (thirty)
days after installation).
1.3. "LICENSED PRODUCTS" means Licensed Decoders and/or Licensed Codecs.
1.4. "LICENSED PATENTS" means any patent or patent application which TCE
owns, or has sub-licensing rights to from FhG, during the term of this
Agreement, that cover MPEG Layer-3 audio technology, including but not
limited to, the patents and patent applications listed in Annex 1 to
this Agreement and any continuations, continuations-in-part, reissues,
reexaminations, divisionals or corresponding applications or patents
that issue therefrom in any jurisdiction in the world.
1.5. "LICENSEE'S AFFILIATES" means any company which is owned or controlled,
as hereinafter defined, by Licensee, but only as long as such control or
ownership by Licensee exists.
1.6. "TCE'S AFFILIATES" means any company which is owned or controlled, as
hereinafter defined, by TCE and/or by Thomson multimedia S.A., Boulogne-
Billancourt, France, the parent company of TCE, but only as long as such
control or ownership exists.
1.7. As used in Articles 1.5. and 1.6. a company shall be deemed to own or
control another if such company directly or indirectly owns more than
50% (fifty percent) in nominal value of the issued equity share capital
of such other company, or more than 50% (fifty percent) of the shares
entitled to vote upon the election of:
(i) the directors, or
(ii) persons performing functions similar to those performed by
directors or
(iii) persons otherwise having the right to elect or appoint (a)
directors having the majority vote of the Board of Directors or
(b) other persons having the majority vote of the highest and
most potent directive body, of such other company.
1.8. "EFFECTIVE DATE" means January 01, 2000.
1.9. "TERRITORY" means any countries of the world.
2. GRANT OF RIGHT AND LICENSE
TCE hereby grants Licensee and Licensee's Affiliates a non-exclusive and (except
as otherwise provided in Article 8.2. with respect to Licensee's limited right
to transfer or assign the same) non-transferable, non-assignable right and
license, under the Licensed Patents, without the right to sublicense as of the
Effective Date:
(i) to manufacture and/or authorize others to manufacture Licensed
Products in the Territory, and
(ii) to sell, use, lease and/or otherwise dispose of Licensed Products
in the Territory and to authorize others to do so.
Notwithstanding anything in this Agreement to the contrary, no license is herein
granted, and no act or acts hereunder shall be construed as or result in
conveying any license to Licensee or to any third party, expressly or by
implication, estoppel or otherwise excepting the licenses herein expressly
granted to Licensee and excepting under patents of the countries under which
such licenses are so granted.
Further the license herein granted is limited to the ISO / MPEG Layer-3
compression technologies as defined in ISO / IEC IS 11172-3 and ISO / IEC IS
13818-3 and thus excluding any other compression technology.
Notwithstanding anything in this Agreement to the contrary, no license is
granted under the Licensed Patents for the use of Licensed Codecs in real time
broadcasting (terrestrial, satellite, cable or other media) or broadcasting via
Internet or other networks, such as but not limited to intranets etc. or in pay-
audio or audio-on-demand applications.
Notwithstanding anything in this Agreement to the contrary, with respect to
Licensed Decoders the rights and licenses granted under this Agreement are
limited to those Licensed Decoders sold, used, leased or otherwise disposed of
by Licensee, Licensee's Affiliates and/or third party authorized by Licensee
and/or Licensee's Affiliates against a compensation in money or any other
consideration. Licensed Decoders disposed of for free and for the personal use
of end-users (hereinafter referred to as "Free Decoders") are not licensed under
this Agreement, nevertheless TCE commits itself not to assert the Licensed
Patents against such Free Decoders during the term of this Agreement and
thereafter.
For avoidance of doubt, the term "Free Decoders" shall not include any software
decoders operating on integrated circuits, DSP (Digital Signal Processor)
devices, hardware decoding devices, handheld devices (such as Windows CE
devices) and the like.
3. CONSIDERATION - CALCULATION AND TERMS OF PAYMENT
3.1. In consideration of the rights and licenses granted by TCE under Article
2. hereof, Licensee agrees to pay to TCE:
3.1.1. a royalty of US $ 2.50 (in words: two and a half US Dollar) per copy of
a Licensed Codec (hereinafter also referred to as "Running Royalty")
manufactured and/or sold, used, leased and/or otherwise disposed of
during the term of this Agreement; and/or
3.1.2. a royalty of US $ 0.50 (in words: one half US Dollar) per copy of a
Licensed Decoder (hereinafter also referred to as "Running Royalty")
manufactured and/or sold, used, leased and/or otherwise disposed of
against a compensation in money or any other consideration during the
term of this Agreement; and in addition
3.1.3. a non-refundable annual minimum of US $ 15 000. -- (in words: fifteen
thousand US Dollars) per calendar year (hereinafter also referred to as
"Minimum Royalty").
3.1.4. The payment of the Minimum Royalty according to Article 3.1.3. for the
period from the Effective Date to December 31, 2000 shall be due and
payable within one (1) month after the date upon which the last of the
parties hereto shall have signed this Agreement.
3.1.5. Licensee shall within one (1) month after the first day of January of
each year during the term of this Agreement effect the payment of the
Minimum Royalty according to Article 3.1.3. without set-off or
recoupment, to the account of TCE as specified in Article 3.5.
3.1.6. If the amount(s) of Running Royalties due for sales, use, lease or other
disposition of Licensed Products per calendar year exceed the amount of
the Minimum Royalty paid by Licensee in advance with respect to such
Licensed Products, Licensee will pay such exceeding amount(s) together
with the quarterly reports according to Article 3.4. to the account of
TCE as specified in Article 3.5.
If the amount(s) of Running Royalties due for sales, use, lease or other
disposition of Licensed Products per calendar year does not exceed the
amount of the Minimum Royalty paid by Licensee in advance for Licensed
Products, Licensee will not be entitled to any reimbursement or credit.
3.1.7. No royalty or other consideration shall be due with respect to Free
Limited Licensed Codecs disposed of by Licensee, Licensee's Affiliates
and/or any third party authorized by Licensee and/or Licensee's
Affiliates.
Nevertheless, Licensee, Licensee's Affiliates and/or any third party
authorized by Licensee and/or Licensee's Affiliates will use their best
efforts to stimulate users of the Free Limited Licensed Codecs to
upgrade to Licensed Codecs without any restriction concerning their
functionality.
3.2. No more than a single royalty payment shall be due on any Licensed
Product manufactured and/or sold and/or used and/or leased and/or
otherwise disposed of by Licensee and/or Licensee's Affiliates.
3.3. A Licensed Product shall be considered sold when invoiced, or if not
invoiced prior to delivery, when delivered for sale to a third party.
Further a Licensed Codec shall be considered sold when upgraded and/or
changed and/or modified from a Free Limited Licensed Codec to a Licensed
Codec without any restriction concerning its functionality.
A Licensed Product shall be considered used when first:
(a) leased or loaned to third parties; or
(b) bartered or exchanged by Licensee and/or Licensee's Affiliates with
third parties for goods or services; or
(c) otherwise transferred by Licensee and/or Licensee's Affiliates to third
parties.
3.4. Within one (1) month after March 31, June 30, September 30 and December
31 of each year during the term of this Agreement, Licensee shall:
3.4.1. Submit to TCE a royalty statement in writing and in electronic form as
provided for in Annex 2, certified by a duly authorized representative
of Licensee, setting forth with respect to the preceding calendar
quarter - and, in the case of the first statement, which shall cover the
period from the Effective Date to March 31, 2000 -:
(a) a product identification of the Licensed Product, which allows to
identify the product on the market; and
(b) the quantity of each Licensed Product used, sold, leased or otherwise
disposed of by Licensee or Licensee's Affiliates; and
(c) such other information as requested in Annex 2 or which is reasonably
necessary to enable TCE to understand Licensee's or Licensee's
Affiliates' calculation of the royalty due under this Agreement; and
3.4.2. Without set-off (except against the Minimum Royalty) or recoupment, pay
to the account of TCE as specified in Article 3.5. the amount of Running
Royalties due in US Dollars.
3.5. Payments of the Minimum Royalty and the Running Royalty shall be made to
the account of Thomson Consumer Electronics Sales GmbH at Commerzbank
AG, Hannover, Germany (S.W.I.F.T. Code XXXXXXXX 000, Bank Code Germany
250 400 66) account No. 3000 700 01 (Reference: MPEG License) in US
Dollars
(Details of remittance:
Commerzbank AG, New York Branch, Two World Financial Center, Xxx Xxxx,
XX 00000-0000, XXX Phone x0 000 000 0000, Fax x0 000 000 0000, ABA 026
008 044: For further credit to Commerzbank Hannover Germany, (S.W.I.F.T.
Code XXXXXXXX 000; Bank Code Germany 250 400 66) account No. 3000 700
01)
Minimum Royalty and Running Royalty shall not be deemed paid until
actually received at such account and freely withdrawable by TCE to the
same extent as cash.
3.6. If the provisions of this Agreement require the conversion of currency
with respect to any amount payable under this Agreement, the currency
amount payable under this Agreement shall be determined on the basis of
the rate of exchange quoted by the Deutsche Bundesbank (German Federal
Bank) or its legal substitute, for transactions of comparable amount on
the day on which the payment for such amount is due
hereunder, or in the case of late payments, at such later date if
conversion then results in greater Deutsche Xxxx proceeds.
If such exchange rate shall not be published or available, the exchange
rate shall be determined on the basis of the rate of exchange quoted by a
reputable first class international bank chose by TCE.
3.7. Each of the amounts payable under this Agreement shall, when overdue, bear
interest equal to the then current annual discount rate of the Deutsche
Bundesbank (German Federal Bank) or its legal substitute plus three and a
half percent (3.5%).
If such interest rate shall not be published or available, Licensee shall
pay interest at a rate of one percent (1%) per month starting on the due
date of the payment accrued under this Agreement.
3.8. Licensee shall apply for the exemption to pay withholding taxes under the
double taxation convention between the United States of America and
Germany. TCE shall assist Licensee in this respect and shall provide
necessary declarations of will for such exemption under the relevant
double taxation convention without undue delay.
If any payment under this Agreement is subject to tax in the United States
of America and such tax is:
(i) required to be withheld from the payment by Licensee hereunder and
(ii) permitted to be withheld from the payment to TCE under any
applicable tax convention between Germany and the United States of
America,
the amount of such tax shall be deducted from the payment by Licensee.
Licensee shall promptly furnish to TCE all appropriate tax receipts to
enable TCE to obtain correspondent tax credits.
Any other tax or cost relating to the payment from Licensee to TCE shall
be borne by Licensee.
3.9. Licensee shall keep complete and accurate records of all transactions
relating to Licensed Products upon which the royalty provided for
hereunder shall accrue, which records shall be open, during normal
business hours, for three (3) years (whether during this Agreement or
thereafter), after the end of the particular period for which the record
was made, to an independent certified public accountant selected by TCE,
who shall have access to said record not more often than once each
calendar year, for the sole purpose of verifying the royalty accrued as
herein provided. The verification will take place at TCE's expense if an
error of three (3%) or less is revealed and at Licensee's expense
otherwise.
If an underpayment is revealed by such verification, Licensee will pay the
amount overdue as well as the interest, as specified in the following
sentence, within thirty days after receipt of the report of the
independent certified public accountant. The amount overdue will bear
interest of one percent (1%) per month starting on the due date of the
three (3) month royalty reporting period during which the Licensed Product
was used.
If an overpayment is revealed by such verification, the amount overpaid
will be credited against the next payment of royalties according to
Article 3. of this Agreement.
3.10. Licensee will deliver free of charge and at its own expense ten (10)
samples of each type of Licensed Products due for release, as soon as they
become available, to the address of TCE as specified in Article 9.
4. TRADEMARKS
Neither party shall be entitled to use in its advertising, publicity, or
otherwise the other party's trademarks or trade-names in any manner or form,
except as otherwise agreed in writing e.g. for the purposes of patent marking.
5. LIMITATIONS
5.1. Nothing in this Agreement shall constitute or be construed as:
(i) a warranty or representation by TCE or FhG as to the validity,
enforceability or scope of any of the Licensed Patents, or
(ii) a requirement that TCE or FhG shall file any patent application,
secure any patent or maintain any patent in force, or
(iii) an obligation on the part of TCE or FhG to furnish any technical
information, technical support, software of any kind or any
information concerning pending patent applications of FhG or TCE.
5.2. If any patent included in the Licensed Patents is declared void or
unenforceable any payment made by Licensee under Article 3. hereof prior
to such event will not be reimbursed to Licensee.
5.3. TCE and/or FhG make no representation, extend no warranties or
indemnification of any kind, expressed or implied, nor assume any
responsibilities whatsoever with respect to the commercial utility of any
of the Licensed Patents or Licensed Products or with respect to the
manufacture, use, sale or other disposition by Licensee, vendee or
transferee of products incorporating or made by use of inventions licensed
under this Agreement.
5.4. The license granted under this Agreement does not extend to the
manufacture, sale, use, lease and/or other disposal of materials,
recording machines and apparatus and methods for the reproduction or
duplication of Licensed Products.
5.5. Nothing in this Agreement shall constitute or be construed as a warranty
or representation by TCE or FhG that any of the Licensed Patents or
Licensed Products is free from any claim of infringement of any patent or
any other intellectual property right owned by any third party arising out
of the manufacture, sale or use of the Licensed Products by and for
Licensee or Licensee's Affiliates.
5.6. TCE declares and guarantees herewith that TCE is duly authorized and
entitled by the owners of the Licensed Patents to grant the license
according to the provisions of this Agreement under such Licensed Patents
listed in Annex 1 to this Agreement.
5.7. Licensee shall use its best efforts to bring Licensed Codecs to market
through a thorough, vigorous and diligent program for exploitation and to
continue active, diligent marketing efforts for Licensed Codecs,
especially for upgrades from Free Limited Licensed Codecs to Licensed
Codecs during the term of this Agreement.
5.8. Licensee commits itself to undertake all reasonable technical and legal
efforts to prohibit the redistribution of the Licensed Products by its
customers.
Licensee commits itself to undertake all reasonable technical and legal
efforts to prohibit the redistribution or reinstallation of Free Limited
Licensed Codecs instances on the same computer system.
5.9. With respect to Free Decoders, Licensee agrees to hold TCE and/or FhG
harmless from any and all claims of third parties arising by virtue of
utilizing such Free Decoders.
6. DURATION AND TERMINATION OF AGREEMENT
6.1. This Agreement shall be effective as of the Effective Date, after the last
of the parties hereto has signed this Agreement.
This Agreement shall continue in full force and effect until the
expiration of the last to expire of the Licensed Patents.
6.2. In the event a party hereto substantially fails to comply with any of its
obligations under this Agreement or of any Annex hereto and does not
remedy the failure of performance within one (1) month after it has been
notified in writing thereof, the other party may, by written notice,
terminate this Agreement at the end of said period, without prejudice to
any damages or legal redress to which it may be entitled. Any such
termination shall not affect any payments, the rights to which have fallen
due under this Agreement prior to such termination, or the furnishing of
the related statements as provided in Article 3. and explanatory
information.
6.3. Should either party hereto become insolvent or be subjected to bankruptcy
or winding up proceedings, the other party may, by written notice,
terminate this Agreement immediately.
6.4. Should a third party, which does not own or control (as defined in Article
1.7.) Licensee as of the Effective Date, come to own or control Licensee
after the execution of the Agreement by the parties, TCE may,
by written notice, terminate this Agreement immediately to the extent
allowed by law.
6.5. To the extent allowed by law, TCE is entitled to terminate this Agreement
in accordance with Article 6.2. of this Agreement, should Licensee and/or
Licensee's Affiliates file a revocation or nullity action or an opposition
against one or several or all of the Licensed Patents.
7. PATENT MARKINGS
Licensee shall place, or shall use its reasonable best effort to cause the users
of Licensed Products to place, appropriate patent and/or patent application
markings on an exposed surface of the packaging of or in electronic form
incorporated in each Licensed Product made or sold hereunder, with the following
wording:
"MPEG Layer-3 audio compression technology licensed by Faunhofer IIS and THOMSON
multimedia."
The form, location and language used in such markings shall be in accordance
with the laws and practices of the country where such markings are used.
8. ASSIGNMENT
8.1. TCE may assign this Agreement to any other company, person, firm or
entity; provided, however, that TCE shall give notice of such assignment
to Licensee prior to or concurrently with the effective date of such
assignment and provided further, however, that all of the terms and
conditions of this Agreement shall be binding upon such assignee.
8.2. Licensee may not assign or transfer this Agreement in part or in its
entirety to any third party without the prior written confirmation of TCE.
9. MISCELLANEOUS
9.1. Notices
All notices, summons and communications related to this Agreement and sent by
either party hereto to the other shall be written in English and shall be given
in writing by letter, telex or facsimile directed,
in respect of TCE to: Thomson Consumer Electronics Sales GmbH
Xxxx Xxxxxxxx Xxxxx 00
00000 Xxxxxxxx - Xxxxxxx
Attn: General Manager
Intellectual Property - Legal
Telefax: x00 000 000 0000
in respect of Licensee to: GlobalSCAPE, Inc.
000 Xxxx Xx., Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
Xxxxxx Xxxxxx of America
Attn: Xx. Xxxxxx Xxxxx
R&D Manager
Telefax: x0 000 000 0000
or such other addresses as may have been previously specified (in the manner set
forth above) in writing by either party to the other.
It is agreed by Licensee that one copy of each royalty statement according to
Article 3.4. shall be sent to:
THOMSON multimedia S.A.
00, Xxxx Xxxxxxxx Xx Xxxxx
00000 Xxxxxxxx-Xxxxxxxxxxx-Xxxxxx
Attn: Vice President
Licensing and Intellectual Property
Telefax: x00 0 0000 0000
9.2. Infringement
9.2.1. Neither TCE nor TCE's Affiliates shall be under any liability to
Licensee or Licensee's Affiliates for any infringement or alleged
infringement of any patent or other intellectual property right owned or
claimed by any third party arising out of the manufacture, sale or use of
the Licensed Products by or for Licensee or Licensee's Affiliates.
9.2.2. If Licensee shall become aware of any actual or apparent infringement by
third parties of any of the Licensed Patents, Licensee shall give prompt
written notice to TCE of such fact, it being understood and agreed that
TCE alone shall decide, in its sole discretion, whether, and if so, what,
measures shall be taken as a result of any such infringement.
9.2.3. Nothing contained in this Agreement shall be construed:
(a) as imposing on either party any obligation to institute any suit or
action for infringement of any of the Licensed Patent hereunder, or
to defend any suit or action brought by a third party which
challenges or concerns the validity of any such Licensed Patent
hereunder;
(b) as conferring by implication, estoppel or otherwise any license or
right to copy or to simulate the appearance, trade dress and/or
design of any product of TCE;
(c) as conferring by implication, estoppel or otherwise any license
under the rights licensed pursuant to Article 2. hereof to
manufacture, use, sell, license or otherwise dispose of any product
or device other than a Licensed Product.
9.3. Amendment
This Agreement or any provision thereof may be amended or modified only with the
mutual consent of the parties as set out in a written instrument, signed by a
duly authorized officer of each of the parties, and expressly stating the
parties' intent to amend this Agreement.
9.4. Non-Waiver
If at any time a party shall elect not to assert its rights under any provision
of this Agreement, such action or lack of action in that respect shall not be
construed as a waiver of its rights under said provision or of any other
provision of this Agreement.
9.5. Dispute Settlement
This Agreement shall be governed by the laws of the Federal Republic of Germany,
without giving effect to its conflict of law provisions. The courts of Munich,
Germany shall have exclusive jurisdiction for purposes of interpreting and
enforcing this Agreement.
The institution of any proceeding shall not relieve Licensee of its obligation
to make payments which accrue; hereunder during the continuance of such
proceeding.
9.6. Binding Effect
This Agreement shall be binding upon and shall inure to the benefit of, the
parties hereto and their assigns permitted under Article 8. hereof.
9.7. Severability
Should any part or provision of this Agreement be held unenforceable or in
conflict with the law of any jurisdiction, the validity of the remaining parts
or provisions shall not be affected by this holding. Such unenforceable part or
provision shall then be replaced, upon mutual written consent between the
parties hereto, by other enforceable part or provision which, in its effect,
corresponds or comes closest to the effect of such unenforceable part or
provision.
9.8. Entire Agreement
This Agreement including its Annexes embodies the entire understanding of the
parties and cancels and supersedes any prior representations, warranties, or
agreement between the parties relating hereto, and this Agreement is executed
and delivered upon the basis of this understanding.
9.9. Administrative Expenses
Licensee shall bear all those costs and expenses arising in connection with
payments originating from this Agreement, including but not limited to bank
charges, taxes, levies, and any additional costs of approvals for payment.
9.10. Confidentiality
Notwithstanding anything to the contrary in this Agreement, Licensee and TCE
agree to maintain confidential the terms and conditions of this Agreement.
Licensee and TCE shall only disclose information concerning the content of this
Agreement to employees of Licensee, Licensee's Affiliates, FhG, TCE or TCE's
Affiliates on a need-to-know basis for the proper implementation of this
Agreement.
TCE is entitled to disclose to third parties that Licensee has entered into this
Agreement.
IN WITNESS WHEREOF,
each of the Parties hereto has caused this Agreement to be executed in three (3)
original copies, one (1) for Licensee and two (2) for TCE, by its duly
authorized officer or representative.
Thomson Consumer Electronics Sales GlobalSCAPE, Inc.
GmbH
TCE Licensee
By /s/ Xxxxxx X. Xxxx By /s/ Xxxxxx XxXxxxxxx
-------------------------------- -------------------------------
Xxxxxx X. Xxxx Xxxxxx XxXxxxxxx, Director of
General Manager/Prokurist -----------------------------
---------------------------------- Finance and Accounting
(name and title) ----------------------
(name and title)
Hannover, Germany
December 15, 1999 San Antonio, TX USA 12-20-99
---------------------------------- ---------------------------------
(place and date) (place and date)
