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EXHIBIT 10.8 AGREEMENT made this day of , 1993, by and between Xxxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx, (hereinafter referred to as "Licensor") and Safe Alternatives Corporation of America, Inc., (hereinafter referred to as "Licensee"). WHEREAS, there exists certain License Agreements between Licensor and Licensee as follows: I. CERTAIN INVENTIONS AND TECHNOLOGY AS SET FORTH IN THE FOLLOWING UNITED STATES PATENTS: U.S. Patent # Dated ------------- ----- 4,520,139 5/28/85 4,530,777 7/23/85 4,515,638 5/7/85 4,521,544 6/4/85 RC 31-757 reissue of 4,291,129 12/4/84 4,417,998 11/29/83 4,400,475 8/23/83 4,291,129 9/22/81 Patent application 07,490,136 3/13/90 SAID TECHNOLOGY SPECIFICALLY INCLUDES THE RIGHT TO USE SAID TECHNOLOGY AS PACKAGING FOAM. II. CERTAIN INVENTIONS AND TECHNOLOGY AND KNOW-HOW RELATING TO THE FOAMING AND DISPOSAL OR ORGANIC SLUDGE. III. CERTAIN INVENTIONS AND TECHNOLOGY AND KNOW-HOW RELATING TO FIRE RETARDED WATER BLOWN URETHANE FOAM WITH REDUCED SMOKE TOXICITY. WHEREAS, each of the aforementioned Licenses contain the following provision: Notwithstanding anything to the contrary, in the event this License does not generate $20,000.00 per annum within two (2) years of the date of this License, it shall become automatically a non-exclusive License. If, however, said License generates the sum of $20,000.00 in any one of the two (2) years, the License shall continue as an exclusive License. By deleting the following language wherever it is set forth in any of the aforementioned Licenses: 5.05 Notwithstanding anything to the contrary, in the event this License does not generate $20,000.00 per annum within two (2) years of the date of this License, it shall become automatically a non-exclusive License. If, however, said License generates the sum of $20,000.00 in any of the two (2) years, the License shall continue as an exclusive License. and by inserting the following in place of said deletion: "It is agreed that Xxxxxxx X. Xxxxxxx shall, for his lifetime, be paid the sums of Five Thousand ($5,000.00) dollars per month, and One Thousand Two Hundred ($1,200.00) dollars per week by Safe Alternatives Corporation of America, Inc. Should the said Xxxxxxx X. Xxxxxxx predecease his wife, Xxxxxxxx Xxxxxxx, then said payments shall be made to the said Xxxxxxxx Xxxxxxx. Said payments shall be credited against Royalty payments due under the terms of each License Agreement on a quarterly basis, but shall not accrue, i.e. if the payments made exceed the Royalties due on a quarterly basis, the payments shall not become a credit against the next quarterly Royalty. Upon the last to die of the said Xxxxxxx X. Xxxxxxx and Xxxxxxxx Xxxxxxx, the payments shall cease. This, however, shall not affect the Royalties due under the terms of the Licenses. In the event a payment of either the Five Thousand ($5,000.00) dollars per month or One Thousand Two Hundred ($1,200.00) dollars per week is not made by Safe Alternatives Corporation of America, Inc. either Xxxxxxx X. Xxxxxxx or Xxxxxxxx Xxxxxxx shall mail a notice of default to Safe Alternatives Corporation of America, Inc. at 00 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxx 00000, or any subsequent address given by Safe Alternatives Corporation of America, Inc. Safe Alternatives Corporation of America, Inc. shall have sixty (60) days to cure said default. If the default is not cured within said sixty (60) days period, then all Licenses shall become non-exclusive, with the Royalty payments still due thereunder. Additionally, the aforementioned License Agreements provide for a continuing Royalty of four (4%) percent of gross sales by Safe Alternatives Corporation of America, Inc. It is Marketing Agreement with Integrated Labs, Inc. (a copy of which is attached hereto and made a part hereof). It is further agreed and understood that the continuing Royalty of four (4%) percent applies to the revenues generated by sales received by Safe Alternatives Corporation of America, Inc. under the formula set forth in the said Exclusive Marketing Agreement or in any subsequent agreements with strategies partners which are not subsidiaries of Safe Alternatives Corporation of America, Inc. For so long as the payments are made the exclusive Licenses hereinbefore referred to shall continue until April 17, 2050." Witness Licensor s/Xxxxxxx X. Xxxxxxxx s/Xxxxxxx X. Xxxxxxx --------------------- -------------------- Xxxxxxx X. Xxxxxxx --------------------- s/Xxxx X. Xxxx s/Xxxxxxx X. Xxxxxx --------------------- ------------------- Xxxxxxx X. Xxxxxx s/Xxxxx X. Xxxxxxx --------------------- s/Xxxxxxx X. Xxxxxxxx s/Xxxxxxx X. Xxxxxx --------------------- ------------------- Xxxxxxx X. Xxxxxx --------------------- Licensee Safe Alternatives Corporation of America, Inc. s/Xxxxxxx X. Xxxxxxxx s/ Xxxxxxx X. Xxxxxxxx --------------------- ---------------------- Xxxxxxx X. Xxxxxxxx, _____________________ its President STATE OF CONNECTICUT) )ss: Ridgefield August 23, 1993 COUNTY OF FAIRFIELD ) Personally appeared Xxxxxxx X. Xxxxxxx, Signer and Sealer of the foregoing Instrument, and acknowledged the same to be his free act and deed before me. s/Xxxxxxx S/ Wirzulis -------------------------- Xxxxxxx X. Xxxxxxxx Notary Public - Commission Expires: Feb. 28, 0000 XXXXX XX XXXXXXXXXXX) )ss: Ridgefield November 30, 1993 COUNTY OF FAIRFIELD ) Personally appeared Xxxxxxx X. Xxxxxx, Signer and Sealer of the foregoing Instrument, and acknowledged the same to be his free act and deed before me. s/Xxxx X. Xxxx ------------------------- Xxxx X. Xxxx Notary Public - Commission Expires: March 31, 1995 STATE OF CONNECTICUT) )ss: Ridgefield August 13, 1993 COUNTY OF FAIRFIELD ) Personally appeared Xxxxxxx X. Xxxxxx, Signer and Sealer of the foregoing Instrument, and acknowledged the same to be his free act and deed before me. s/Xxxxxxx X. Xxxxxxxx ------------------------- Xxxxxxx X. Xxxxxxxx Notary Public - Commission Expires: Feb. 28, 0000 XXXXX XX XXXXXXXXXXX) )ss: Ridgefield August 13, 1993 COUNTY OF FAIRFIELD ) Personally appeared Xxxxxxx X. Xxxxxxxx, President of Safe Alternatives Corporation International, Inc. Signer and Sealer of the foregoing Instrument, and acknowledged the same to be his free act and deed, and the free act and deed of said corporation, before me. s/Xxxxxxx X. Xxxxxxxx ------------------------- Xxxxxxx X. Xxxxxxxx Notary Public - Commission Expires: Feb. 28, 1997