EXHIBIT 10.6
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AMENDMENT NO. 1
TO
LICENSE AND EXCHANGE AGREEMENT
THIS AMENDMENT NO. 1 TO LICENSE AND EXCHANGE AGREEMENT, effective as of
June 27, 2003 (this "Amendment"), is made by and between HomeCom Communications,
Inc., a Delaware corporation (the "HomeCom"), and Eurotech, Ltd., a District of
Columbia corporation ("Eurotech"), and, solely with respect to Article V and
Article XI of the Agreement (as defined below), Polymate, Ltd. ("Polymate") and
Greenfield Capital Partners LLC ("Greenfield").
WHEREAS, HomeCom and Eurotech wish to amend that certain License and
Exchange Agreement, dated as of March 27, 2003, by and among HomeCom, Eurotech
and, for purposes of Articles V and XI thereof, Polymate and Greenfield (the
"Agreement") upon the terms and subject to the conditions set forth in this
Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements set forth in this
Amendment, the parties hereto agree as follows:
1. Defined Terms; Definitions. Capitalized terms that are used but not
defined in this Amendment shall have the meanings ascribed to such terms in the
Agreement.
2. Effective Time of Amendment. This Amendment and the terms and provisions
hereof shall be effective as of the Closing.
3. Amendment to Recitals. The first Recital to the Agreement is hereby
amended by deleting such first Recital in its entirety and replacing it with the
following first Recital:
"WHEREAS, the Company desires to acquire from HomeCom, and HomeCom
desires to issue to the Company (i) 11,250 shares of Series F
Convertible Preferred Stock of HomeCom, $.01 par value per share (the
"HomeCom Series F Stock"), which HomeCom Series F Stock will become
convertible into shares of common stock, par value $.001 per share, of
HomeCom (the "Common Stock") in accordance with, and which HomeCom
Series F Stock will have such rights, powers and designations as are set
forth in, the Certificate of Designations governing such HomeCom Series
F Stock, a copy of which is annexed hereto as Exhibit B (the
"Certificate of Designations") and (ii) 1,069 shares of Series G
Convertible Preferred Stock, $.01 par value per share, of HomeCom with a
face value of $1,069,000" (the "Additional Preferred Shares"); and"
4. Amendment to Section 6.7. Section 6.7 of the Agreement is hereby amended
by (i) deleting the phrase "On or prior to December 31, 2003, HomeCom shall have
held" and replacing such phrase with the phrase "HomeCom shall hold"; (ii)
changing the words "shall have received" to "shall seek" and (iii) changing the
words "shall have been consummated and closed" to "shall be consummated and
closed."
5. Amendment to Section 6.8. Section 6.8 of the Agreement is hereby amended
by (i) deleting the phrase "On or prior to December 31, 2003, HomeCom shall have
held" and replacing such phrase with the phrase "HomeCom shall hold", (ii)
inserting the language "not less than" before the number "150,000,000" and (iii)
deleting the phrase "of not less than 1 for 10" and replacing such phrase with
the phrase "in a ratio to be determined by the Board of Directors".
6. Amendment to Exhibit A. Exhibit A of the Agreement is hereby amended by
deleting Exhibit A and replacing Exhibit A with the Exhibit A that is attached
to this Amendment.
7. Amendment to Schedule 7.2(e). Schedule 7.2(e) of the Agreement is hereby
amended by deleting Section 3 of Schedule 7.2(e) and replacing Section 3 with
the following new Section 3:
"3. Following the closing of the transactions contemplated by the License
and Exchange Agreement, the parties will work together in good faith to
update and cause the filing with the Securities and Exchange Commission,
and the delivery to the HomeCom stockholders of, a proxy statement for a
special meeting of the HomeCom stockholders (the "Proxy Statement"). The
Proxy Statement will contain, among other proposals, a proposal that Xxx
Xxxxxxxxx, Nino Doijashvili, Xxxxxxx X. Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxx X.
Xxxxxxxxx and Xxxxxxxx X. Xxxxxx be elected to serve on the Board of
Directors of HomeCom. If the Tulix sale is approved by the HomeCom
stockholders and such sale is completed, the parties expect that Xx.
Xxxxxxxxx, Ms. Doijashvili and Xx. Xxxxxxxx will resign from the Board of
Directors of HomeCom. In accordance with the Bylaws of HomeCom, the
remaining directors would then be entitled to fill the vacancies created by
the resignations of Xx. Xxxxxxxxx, Ms. Doijashvili and Xx. Xxxxxxxx, it
being the intent of HomeCom that the Board of Directors be comprised of a
majority of directors that are either officers or employees of HomeCom or
independent third party directors. The Proxy Statement will also set forth
proposals to increase the number of shares of common stock that HomeCom is
authorized to issue, to effect a reverse stock split, and to take such
other actions as the parties may agree upon."
4. Binding Effect. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their heirs, executors, administrators,
successors and permitted assigns. The Agreement, as amended by this Amendment,
shall remain in full force and effect following the effectiveness of this
Amendment in accordance with Section 2 hereof.
5. Restatement of Agreement. The terms and provisions of this Amendment may
be incorporated into an amended and restated version of the Agreement that
restates, but does not further amend, the Agreement as amended by this
Amendment.
6. Counterparts. This Amendment may be executed simultaneously in two or
more counterparts, any one of which need not contain the signatures of more than
one party, but all of such counterparts taken together shall constitute one and
the same Amendment.
7. Governing Law. This Amendment shall be deemed to be made in, and in all
respects shall be interpreted, construed and governed by and in accordance with,
New York law without regard to the conflict of law principles thereof, except
that matters related to the corporate governance of HomeCom shall be governed by
Delaware law.
Signatures on following page.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amendment as of the date first written above.
HOMECOM:
HOMECOM COMMUNICATIONS, INC.
By: /s/ Xxxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
EUROTECH:
EUROTECH, LTD.
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
Title: President and CEO
SOLELY WITH RESPECT TO ARTICLE V AND ARTICLE XI OF THE AGREEMENT:
POLYMATE:
POLYMATE, LTD.
By: /s/ Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxxxxxx
Title: General Manager
GREENFIELD:
GREENFIELD CAPITAL PARTNERS LLC
By: /s/ Xxxxxxx Xxx
--------------------------------
Name: Xxxxxxx Xxx
Title: Managing Director
EXHIBIT A
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Please see attached.
1. EKOR
a. Description. EKOR is a family of non-toxic advanced composite polymer
materials that provides for effective and unique means of containment of nuclear
and hazardous materials and prevents radioactive contaminants from spreading.
EKOR is available as a coating or sealing agent with varying viscosity and as
flexible or rigid foam. EKOR is a highly radiation and corrosion-resistant
material. It has been engineered for use in a wide variety of applications in
low to high level radiation and other environmentally challenging settings in
which other known encapsulants are not performing with the same efficacy. EKOR
applications range from in-situ stabilization, containment and encapsulation to
transportation and final storage and disposal. EKOR can also assist in resolving
the special challenges faced by operating reactors in nuclear power plants and
research facilities, uranium/thorium and other mining venues, nuclear medicine
and the chemical industry. EKOR products and services have been developed under
a Quality Assurance Plan that meets the requirements of NQA-1. Each formulation
has completed or is in the process of completing performance testing conducted
by certified independent laboratories.
b. Products/Applications. EKOR is manufactured as EKOR Sealer, Sealer Plus
(spray), Grout, Matrix and with a Foam product under development.
c. Further descripition attached.
2. EMR/AC
a. Description. Electromagnetic Radiography ("EMR") and Acoustic Core
("AC") provide integrated remote sensing capabilities that produce 3D images of
subsurface contaminants with a high degree of discrimination and precision. They
offer large area coverage at high resolution and are significantly more cost
effective than monitoring methods currently used for environmental assessments.
EMR is a non-intrusive sensing technology suitable for land and marine
applications. This technology is capable of detecting contaminants in
concentrations as low as upper parts per billion to lower parts per million. It
utilizes a proprietary electromagnetic signature analysis process to
differentiate and classify the unique electromagnetic signature of subsurface
contaminants. The AC and EMR technologies provide integrated remote sensing
capabilities. These technologies produce 3D images of subsurface features. The
AC technology utilizes a proprietary acoustic signature analysis process to
differentiate and classify the unique acoustic signatures of marine subsurface
contaminants.
b. Products/Applications. Idaho National Engineering and Environmental
Laboratory and Oak Ridge National Laboratory have utilized EMR to detect and
characterize subsurface mercury and diesel fuel. The AC technology has
demonstrated applications in marine environmental assessment, including
detections of polychlorinated biphenyls. The Environmental Protection Agency and
US Army Corps of Engineers have used prototype equipment to detect
polychlorinated biphenyls in the Great Lakes. Eurotech is developing these
technologies in the nuclear remediation, marine dredging and oil exploration
markets.
c. Further descripition attached.
3. Hybrid Nonisocyanate Polyurethane ("HNIPU")
a. Description. HNIPU is a technology intended to improve upon conventional
monolithic polyurethanes, which have good mechanical properties, but are porous,
with poor hydrolytic stability and moderate permeability. In addition,
conventional polyurethanes require highly toxic components in their manufacture,
such as isocyanates, rendering production extremely toxic and dangerous and
HNIPU is not using such toxic components. HNIPU is a proven non-toxic process of
making polyurethane by modifying the structure of the urethane polymer while
staying in the same price range. This results in increased hydrolytic stability
and improvement of other properties. HNIPU is modified polyurethane with lower
permeability, increased chemical resistance properties and material synthesis
that has superior environmental characteristics to conventional polyurethanes.
Conventional polyurethanes have unstable bonds that are easily hydrolyzed making
the material very vulnerable to environmental degradation. An intramolecular
hydrogen bond is formed during HNIPU synthesis that improves hydrolytic
stability above conventional polyurethanes. Materials that contain
intramolecular hydrogen bonds display chemical resistance 1.5 to 2 times greater
than materials of similar chemical structure without such bonds. HNIPUs exhibit
resistance properties to chemical degradation 30-50 percent better over
conventional polyurethanes and have significantly reduced permeability of three
to four times less. HNIPUs form into a material with practically no pores and
therefore, do not absorb moisture on the surface or in fillers during formation.
b. Products/Applications. Certain versions of Epoxy HNIPU are finished and
Acrylic HNIPU and HNIPU Foam are under development.
c. Further descripition attached.
4. Rad-X.
a. Description attached.
5. Firesil
a. Description attached.
6. LEM
a. Description attached.
7. Rapidly Biodegradable Hydrophobic Material (RBHM)
a. Description attached.
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HNIPU
Summary/Applications/Properties/MSDS/Brochure
Summary
Conventional monolithic polyurethanes have good mechanical properties;
however, they are porous, with poor hydrolytic stability and moderate
permeability. In addition, conventional polyurethanes require highly
toxic components in their manufacture, such as isocyanates, rendering
production extremely toxic and dangerous. The limitations and dangers of
conventional polyurethanes raise the need for modified materials and
processes.
By modifying the structure of the urethane polymer, a promising new
method for increasing hydrolytic stability resulted in hybrid
nonisocyanate polyurethane (HNIPU). HNIPU is modified polyurethane with
lower permeability, increased chemical resistance properties and
material synthesis that has superior environmental characteristics to
conventional polyurethanes.
Conventional polyurethanes have unstable bonds that are easily
hydrolyzed making the material very vulnerable to environmental
degradation. An intramolecular hydrogen bond is formed during NIPU
synthesis that improves hydrolytic stability well above that of
conventional polyurethanes. Materials that contain intramolecular
hydrogen bonds display chemical resistance 1.5 to 2 times greater than
materials of similar chemical structure without such bonds.
HNIPUs exhibit superior resistance properties to chemical degradation:
30-50 percent better over conventional polyurethanes and have
significantly reduced permeability: three to four times less. Unlike
conventional polyurethanes - with a porous structure - NIPUs form into a
material with practically no pores. Therefore, they do not absorb
moisture on the surface or in fillers during formation.
Synthesis of HNIPU is safe and easy. HNIPU hardens at ambient
temperatures without the using toxic components in the synthesis
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RAD-X
Summary/Applications/Properties/Product Comparison/MSDS/Brochure
[GRAPHIC OMITTED]
Summary
Rad-X(TM) is a water-based compound engineered to fix radioactive or
hazardous contaminants to a variety of surfaces. Its properties include
excellent thermal stability, superior fire-resistance, and good adhesion
to practically every material of construction, even if wet or dirty.
Rad-X does not peel back during dismantlement processes, such as
shearing, mechanical cutting or even torch cutting.
Rad-X also functions as an intumescent coating that swells to form an
insulating layer when exposed to open flame or high temperatures. This
layer binds contamination and minimizes potential airborne contamination
during any fire event.
Additionally, Rad-X reduces heat-transfer and provides extended
protection for flammable or temperature-sensitive substrate materials.
This results in increased fire-retardant properties that enhance
workplace safety by providing an added resistance to flame/smoke spread
and extended evacuation times for controlled areas requiring full dress
out.
Rad-X is non-toxic, does not contain volatile organics or hazardous
solvents, and has no explosive hazard for confined space use.
========================================================================
FIRESIL
Summary/Applications/Properties/Brochure
Summary
Firesil(TM) is an organo-mineral fire-protecting coating for wood and
other materials. Firesil has good adhesion properties to hydrophilic and
hydrophobic surfaces, excellent fire-resistance and thermostability, and
good water-resistance.
Under exposure to fire, the Firesil coating swells to form a layer that
reduces heat-transfer and prevents wood from igniting and insulates
metal surfaces
Firesil does not contain greenhouse-gasses, volatile organic chemicals,
or hazardous solvents.
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LEM
Summary/Applications/Properties/Brochure
Summary
Liquid Ebonite Mixtures (LEM) are protective lining products that
function superiorly relative to rubber products that they replace.
Liquid Ebonite Mixtures are a cost-effective and functional solution for
rubber-coating applications. Conventional rubber coatings of
polychloropropene (Neoprene), polysulfide (Thiokol), polyurethane and
other rubber materials lack the ability to provide reliable protection
over extended periods of time. In addition, these coatings require
adhesive substrates commonly considered unsafe due to the organic
solvents present in the compounds.
With value-added design and engineering flexibility, LEM have the
ability to effectively cover hard to reach places, successfully coating
the complex surfaces of such areas as the mesh of sieves otherwise
considered impossible to coat with conventional rubber sheets. With
increased chemical resistance, LEM maintain material integrity by
assuring long-term durability and effective corrosion protection. In
addition to high performance properties, material production of LEM meet
environmental safety standards further elevating LEM as advanced
products that outperform conventional rubber coatings and coverings. LEM
offer cost-benefit factors based on anticorrosion reliability and
application functionality that satisfy the demands of the
high-performance coating industry.
RADEMATE Ltd developed cellulose-based a rapid biodegradable hydrophobic
material (RBHM). RBHM is a new, hydrophobic, strong, cheap and
completely biodegradable composite material that is environmentally
friendly. RBHM has shown great promise in improving the properties of
both paper and plastics packaging materials. Due to its biodegradable
nature, Rapid Biodegradable Hydrophobic Material is ideal to be applied
for the disposable loose fill bags and packages. The material can be
used as a commodity in trade, industry and agriculture for a wide range
of applications.
To date, most attempts to produce biodegradable products for consumers
focused on developing plastics that could biodegrade. RBHM approaches
biodegradable products from the other direction - making cellulose-based
material with the same physical properties as plastic, except the
material biodegrades completely in the same time as regular paper bags.
Summary
NETS's premier product line is EKOR(TM), a family of advanced materials
for nuclear and hazardous waste containment. EKOR(TM) is an advanced
silicone polymer composite that is the most effective means of
preventing radioactive contaminants from spreading.
EKOR(TM) is available as a coating or sealing agent with varying
viscosity and as flexible or rigid foam. EKOR(TM) properties are easily
customized to meet customer requirements and constraints.
EKOR(TM) is a highly radiation and corrosion-resistant material. It has
been engineered for use in a wide variety of applications in low to high
level radiation and other environmentally challenging settings. EKOR(TM)
applications range from in-situ stabilization, D & D, containment and
encapsulation to transportation and final storage and disposal. EKOR(TM)
can also assist in resolving the special challenges faced by operating
reactors in nuclear power plants and research facilities,
uranium/thorium and other mining venues, nuclear medicine and the
chemical industry.
NETS also provides the services necessary for the successful application
of EKOR(TM), including application equipment, project management,
engineering support and training.
EKOR(TM) products and services have been developed under a Quality
Assurance Plan that meets the requirements of NQA-1. Each formulation
has completed or is in the process of completing performance testing
conducted by certified independent laboratories.
================================================================================
SUMMARY
Electromagnetic Radiography
Summary/Application
Summary
Electromagnetic Radiography(TM) (EMR) and Acoustic Core(TM) (AC) provide
integrated remote sensing capabilities. These technologies produce 3D images of
subsurface contaminants with a high degree of discrimination and precision .
They offer large area coverage at high resolution and are significantly more
cost effective than monitoring methods currently used for environmental
assessments.
================================================================================
Electromagnetic Radiography
Summary/Application
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
Summary 2D Sub-Surface ace Plume Cross-Section
3D Sub-Syrface Plume
EMR is a non-intrusive sensing technology suitable for land and marine
applications. For example, potentially contaminated Department of Energy (DOE)
sites such as the Hanford nuclear site can utilize EMR to detect and
characterize subsurface plumes of organic and inorganic constituents. Idaho
National Engineering and Environmental Laboratory (INEEL) and Oak Ridge National
Laboratory (ORNL) have utilized EMR to detect and characterize subsurface
mercury and diesel fuel.
This technology is capable of detecting contaminants in concentration fuel. as
low as upper parts per billion to lower parts per million. It utilizes a
proprietary electromagnetic signature analysis process to differentiate and
classify the unique electromagnetic signature of subsurface contaminants.
Summary
The Acoustic Core(TM) (AC) and Electromagnetic Radiography(TM) (EMR)
technologies provide integrated remote sensing capabilities. These technologies
produce 3D images of subsurface contaminants with a high degree of
discrimination and precision. They offer the potential to develop remote sensing
products that can provide large area coverage at high resolution and which are
significantly more cost effective than current monitoring methods used for
environmental assessments.
AC technology has demonstrated applications in marine environmental assments.
The Environmental Protection Agency (EPA) and US Army Corps of Engineers
(USACOE) have used prototype equipment to detect polyclorinated (PCBs) in the
Great Lakes. The technology utilizes a proprietary acoustic signature analysis
process to differentiate and classify the unique acoustic signatures of marine
subsurface contaminants. With the combination of EMR and AC, Eurotech should be
able to develop remote sensing products that detect and characterize
contaminants that have migrated from land to water in environmental assessment
projects.
After almost a decade of intensive laboratory and field research, AC technology
is poised to enter the security marketplace to fill high-priority Homeland
Security needs. AC has unique primary screening capabilities that are suitable
for the development of remote screening products for many security applications.
Because AC technology can utilize the unique and independent acoustic signatures
of illicit materials, products can be developed and programmed to detect a large
array of harmful substances, including explosive, bio-hazardous and radioactive
compounds.
The technology appears capable of supporting the development of a variety of new
products for computerized automatic screening of containers, vehicles and humans
for a broad range of illicit material at high rates of speed and with low rates
of false alarms. It uses low-frequency acoustic energy that is safe for human
exposure and is ideal for screening large volumes of containers or humans
quickly and accurately.
AC appears capable of automatically screening large containers while they are in
motion. A proposed configuration of the equipment would permit screening of
these containers while they are being transported by cranes, trucks, or
railcars. Primary screening of containers in this manner can allow segregation
of suspicious containers for secondary by a handheld versions of the remote
sensing products. Future AC products should be usable in conjunction with
current secondary screening methods to provide fully integrated inspection and
screening systems.
The AC technology can be utilized to develop products that can automatically
screen luggage for plastic explosives by retrofitting AC technology based
sensors into existing carry-on luggage inspection systems. The technology is
very flexible and can be used to safely screen humans for explosives when
incorporated into existing entry portal systems such as metal detectors,
eliminating the need to these systems. Additionally, AC technology based
products can be developed that can be installed in the floor space of airline
passenger entry portals to detect explosives in footwear.
