EXHIBIT 10.3
EXCLUSIVE PATENT LICENSE AGREEMENT
THIS EXCLUSIVE PATENT LICENSE AGREEMENT ("Agreement") is made and entered into
as of July 31, 2003 (the "Signing Date") by and between Xxxx Xxxxxxx
("Licensor"), an individual, residing at 0000-0 Xxxxxxxxxx Xxxx, Xxxxxxxxxx,
Xxxxxxx 00000, and Dtomi, Inc. ("Licensee") a Nevada corporation, having its
principal office at 000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxxx, Xxxxxxx
00000.
WITNESSETH
WHEREAS, Licensor is the sole owner and holder of the Patent and Licensed
Products (defined herein); and
WHEREAS, Licensee desires to acquire an exclusive License (defined herein) for a
definite term under such Patent and Licensed Products; and
WHEREAS, Licensor is willing to grant such License to Licensee.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, the parties hereto agree as follows:
1. DEFINITIONS.
When used in this License Agreement, the terms listed below shall have
the following meanings:
1.1 "IMPROVEMENT" or "IMPROVEMENTS" shall mean any modification of, or
alteration to, the Patents.
1.2 "LICENSED PRODUCTS" shall mean any and all products which employ or
are produced by the practices of inventions claimed in the Patent.
1.3 "LICENSED TERRITORY" shall mean the entire world.
1.4 "PATENT" shall mean collectively the United States patents
described in the attached EXHIBIT A, including any Improvements made thereto.
2. CONDITION PRECEDENT. Notwithstanding the parties' execution of this
Agreement, this Agreement shall not become effective until such time as the
following event occurs:
(a) The parties hereto execute that certain Consulting Agreement,
attached hereto as EXHIBIT B.
1
3. LICENSE GRANTED.
3.1 LICENSE. Licensor hereby grants to Licensee, for the Term, an
exclusive and nonassignable right and license to use the Patent and the Licensed
Products in order to aid in the commercialization of the Patent and the Licensed
Products in the Licensed Territory.
3.2 EXCLUSIONS. Neither this License Agreement, nor the rights conveyed
or obligations assumed hereunder, nor any security interest herein may be
assigned, sold, encumbered, or sublicensed by Licensee without the written
consent of Licensor, or except as provided herein.
3.3 SUBLICENSES TO END-USERS. Licensee may grant nontransferable,
personal, nonexclusive sublicenses (without further right to sublicense) to
end-users for the sole purpose of using the Licensed Product.
4. TERM. This License Agreement shall be effective as of the Effective Date and
shall automatically terminate twenty (20) calendar years therefrom (the "Term"),
subject to the provisions of Section 9 of this Agreement. Upon the expiration of
the Term, provided there has not been a default hereunder, Licensor and Licensee
agree to negotiate in good faith to extend the term of this Agreement for a
mutually agreeable period of time in exchange for a mutually agreed upon
payment.
5. PAYMENT.
5.1 INITIAL PAYMENT. In consideration of the transactions described in
this Agreement, Licensee shall pay Licensor Fifty Thousand Dollars ($50,000),
due as of the Signing Date, as defined herein.
5.2 MONTHLY LICENSE FEE. In consideration of the transactions described
in this Agreement, Licensee shall pay Licensor a monthly license fee (the "MLF")
of Ten Thousand Dollars ($10,000) per calendar month, commencing on September 1,
2003, and continuing for the duration of the Term.
(a) Payment of the MLF shall be due to Licensor on the first day of
each month ("Payment Due Date"), although Licensee shall not be in breach of the
provisions hereunder unless such payment has not been made within thirty (30)
days of the Payment Due Date.
(b) The MLF shall be adjusted upward annually according to the annual
CPI increase for the metropolitan Miami, Florida area, such adjustment shall be
agreed to in writing by the parties, and such writing shall constitute a valid
amendment to this Agreement.
6. LICENSEE'S DUTY TO MAINTAIN THE PATENT AND PAY PATENT EXPENSES. Licensee
agrees to maintain the Patent and pay all patent fees and expenses required to
so maintain the Patent.
7. REPRESENTATIONS AND WARRANTIES.
7.1 LICENSEE'S DUTY NOT TO DISCLOSE. Licensee acknowledges, represents,
and warrants that the Patent is the sole, proprietary and confidential property
of Licensor. Accordingly, Licensee shall not, without the prior express written
consent of Licensor, disclose or reveal to any third party or utilize for its
own benefit, other than pursuant to this Agreement, any such Patent information,
provided that such information was not previously known to Licensee or to the
general public. Licensee further agrees to take all reasonable precautions to
preserve the confidentiality of the Patent and shall assume responsibility for
ensuring that its employees, officers, subsidiaries, affiliates, and
sub-licensees will similarly preserve this information against any disclosure to
any third parties. The provisions of this clause shall survive termination of
this Agreement.
2
7.2 AUTHORITY TO GRANT. Licensor represents and warrants that it has
the right and power to grant the exclusive license granted herein and that there
are no other agreements with any other party in conflict with such grant.
7.3 LICENSEE'S COMMERCIALIZATION EFFORTS. Licensee represents that it
has or will hereafter acquire or develop the business operations that will
enable it to reasonably commercialize the Licensed Products throughout the
Licensed Territory, and that it shall use its best efforts to promote the
distribution and sale of such Licensed Products in the Licensed Territory in
good faith. Licensee further agrees that it will, in good faith and with
reasonable diligence, conduct all operations, including manufacturing,
marketing, distribution and sale of Licensed Products, in accordance with the
highest standards of business customs of the industry and that it will endeavor
to sell Licensed Products throughout the Licensed Territory, utilizing its skill
and resources in such effort to the extent that high standards of business
practice and judgment dictate.
(a) Licensee represents that it will meet ninety percent (90%) of its
quarterly gross revenue projections ("Gross Revenue Projections") as provided in
EXHIBIT C herein.
8. COMPLIANCE WITH LOCAL LAWS. In the event that the Patent is to be used in
foreign countries by Licensee, Licensee shall obtain all necessary permits
required by the laws of that particular country. Licensee shall take all steps
necessary for obtaining from the appropriate governmental authority all
approvals and permits necessary to carry out the terms of this Agreement.
(a) Licensor shall cooperate with Licensee relative to supplying any
information and material necessary for the approvals and consents of the
appropriate governmental authority.
9. TERMINATION. Licensor shall have the right to immediately terminate this
Agreement and to pursue any remedies available in law or in equity in the event
that Licensee shall:
(a) fail to obtain or maintain product liability insurance in the amount
and of the type provided for herein;
(b) file a petition in bankruptcy or be adjudicated a bankrupt or
insolvent, or make an assignment for the benefit of creditors or an arrangement
pursuant to any bankruptcy law, or discontinue or dissolve its business, or if a
receiver is appointed for Licensee or for Licensee's business and such receiver
is not discharged within 30 days;
(c) fail to observe or perform any of the other covenants, conditions,
or obligations of this Agreement; provided, however, any such failure shall not
constitute a default hereunder, unless otherwise expressly provided herein,
unless and until Licensor shall have given Licensee notice thereof and a period
of 10 days shall have elapsed, during which period Licensee may correct or
3
cure such failure, upon failure of which a default shall be deemed to have
occurred hereunder without further notice or demand of any kind being required.
(d) fail, after a full quarter has passed subsequent to the completion
of the financing described by EXHIBIT D herein (the "Financing"), to meet 90% of
its gross revenue projections for that following quarter. By way of
illustration, if the Financing is completed in November of 2003, Licensor shall
have the right to terminate this Agreement if Licensor fails to meet ninety
percent (90%) of its gross revenue projections for the first quarter of 2004.
10. EFFECTS OF EXPIRATION OR TERMINATION.
(a) Upon the expiration or termination of this Agreement, all rights
granted to Licensee under this Agreement shall forthwith terminate and
immediately revert to Licensor.
(b) Upon the expiration or termination of this Agreement, Licensor may
require that Licensee transmit to Licensor, at no cost, all promotional and
research material relating to the Patents.
11. INDEMNIFICATION.
(a) Licensee agrees to defend, indemnify and hold Licensor, and its officers,
directors, agents and employees, harmless against all costs, expenses and losses
(including reasonable attorneys' fees and costs) incurred through claims of
third parties against Licensor based on the commercialization of the Licensed
Products, including, but not limited to, actions founded on product liability or
Licensee's breach of this Agreement, or negligence.
(b) Licensor agrees to defend, indemnify and hold Licensee, and its officers,
directors, agents and employees, harmless against all costs, expenses and losses
(including reasonable attorneys' fees and costs) incurred through claims of
third parties against Licensee based on a breach by Licensor of this Agreement.
12. INSURANCE. Licensee shall, throughout the term of this Agreement, obtain and
maintain at its own cost and expense, from a qualified insurance company
licensed to do business in Washington and having a Xxxxx'x Rating of "B+" or
better, standard product liability insurance naming Licensor as additional
insured. Such policy shall provide protection against all claims, demands and
causes of action arising out of any defects or failure to perform, alleged or
otherwise, of the Licensed Products or any material used in connection therewith
or any uses thereof. The amount of coverage shall be $1,000,000. The policy
shall provide for 30 days' notice to Licensor from the insurer by registered or
certified mail, return receipt requested, in the event of any modification,
cancellation or termination thereof. Licensee agrees to furnish Licensor a
certificate of insurance evidencing same within 30 days after execution of this
Agreement, if practical, and, in no event shall Licensee commercialize the
Patent or Licensed Products prior to receipt by Licensor of such evidence of
insurance.
4
13. NOTICES.
(a) Any notice required to be given pursuant to this Agreement shall be
in writing and mailed by certified or registered mail, return receipt requested
to the following:
If to Licensor: Xxxx Xxxxxxx
0000-0 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
If to Licensee: Xxxx Xxxxxx
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000,
Xxxxxx Xxxxxx, Xxxxxxx 00000
with copy to: Xxxxx X. Xxxx
The Xxxx Law Group
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
(b) Either party may change the address to which notice or payment is
to be sent by written notice to the other party pursuant to the provisions of
this paragraph.
(c) If, during the Term of this Agreement, Licensee becomes aware that
one or more third parties are infringing or are threatening to infringe the
Patents or Licensed Products licensed hereunder, Licensee shall immediately
report such information to Licensor and shall provide in such report all details
in Licensee's knowledge or possession concerning the kind and character of the
infringement and any other pertinent information that Licensee may have ("Notice
of Infringement"). Within 10 days of Notice of Infringement or within 10 days
after Licensor became aware that one or more third parties are infringing or are
threatening to infringe the Patents licensed hereunder, Licensor shall, in its
sole judgment, be satisfied that there exists a reasonable likelihood of
infringement, Licensor may, at its option, demand that Licensee take such steps,
including notification, to place the putative infringer on notice of Licensor's
claims or assist Licensor in pursuing other legal or equitable remedies. The
form of the notification and the manner and nature of any communications between
Licensor and the alleged infringer shall be within the sole discretion of
Licensor.
5
14. DEFENSE OF THIRD-PARTY CLAIM. In the event of the institution of any suit by
a third party against Licensor or Licensee for patent infringement involving the
manufacture, use, sale, distribution, marketing or other utilization of the
Patents or the Licensed Products, the party sued shall promptly notify the other
party in writing. Licensee shall be obligated to provide Licensor the first
right to defend and shall assist Licensor in the defense, settlement or payment
of judgments or decrees arising from any such action. Except in the case of a
conflict of interest, Licensee and Licensor shall assist one another and
cooperate in any such litigation at the other's request without expense.
15. CONFIDENTIAL INFORMATION.
15.1 SCOPE. Licensor and Licensee agree that they shall safeguard
Confidential Information, as defined herein, which they receive from the other
party.
15.2 DEFINITION OF CONFIDENTIAL INFORMATION. For the purposes of this
License Agreement, "Confidential Information" shall mean any information
concerning the Patents or the Licensed Products which is furnished now or in the
future, by or on behalf of Licensor in accordance with the provisions of this
Agreement. Without limiting the generality of the foregoing, Confidential
Information includes, but is not limited to, the following types of information
and other information of a similar nature (whether or not reduced to writing or
still in development, and whether or not separately marked by Licensor as
confidential): designs, concepts, drawings, ideas, inventions, specifications,
techniques, discoveries, models, data, source code, object code, documentation,
diagrams, flow charts, research, development, processes, procedures, know-how,
new product or new technology information, marketing techniques and materials,
marketing plans, timetables, strategies and development plans (including
prospective trade names or trademarks) and other information related to
customers, pricing policies and financial information. "Confidential
Information" does not include information which: (i) is or becomes generally
available to the public other than as a result of a disclosure by either party,
or (ii) becomes available to Licensee on a nonconfidential basis from a source
other than Licensor, provided that such source is not bound by a confidentiality
agreement with or other contractual, legal or fiduciary obligation to either
party with respect to such information.
16. CHOICE OF LAW. This Agreement and the performance of the parties hereunder
shall be construed and governed in accordance with the laws of the State of
Washington.
17. ARBITRATION.
17.1 Any controversy, dispute, or claim arising out of or relating to
this Agreement, including specifically the breach thereof, shall be settled by
binding arbitration in Seattle, Washington.
17.2 PROCEDURE. Any party to this Agreement can initiate arbitration
pursuant to this Agreement by serving notice on the other party of intent to
arbitrate. The notice shall specify with particularity the claims or issues that
are to be arbitrated. Within ten days of receipt of the notice by all parties,
the parties shall obtain a list of available arbitrators from the local office
of the Judicial Arbitration and Mediation Service ("JAMS") and select a mutually
acceptable
6
arbitrator. If the parties are unable to agree on an arbitrator within ten days,
any party may petition the Presiding Judge of the Superior Court for King County
to select a single arbitrator from the JAMS list. The Parties shall have the
discovery rights available under Washington's Civil Rules, subject to the
limitation that each side shall be limited to no more than five interrogatories
and five depositions unless, upon a showing of good cause, the Party can
convince the arbitrator that more interrogatories or depositions should be
permitted. All discovery must be concluded within 60 days of the selection of an
arbitrator. The arbitration hearing must be concluded within 30 days of the
close of discovery and it will be conducted in accordance with Washington Rules
of Evidence. The arbitrator's final decision shall be rendered within ten days
of the final hearing day. Judgment upon the arbitrator's final award may be
entered in any court having jurisdiction thereof.
17.3 COSTS AND FEES. The parties shall bear in equal shares
the arbitrator's fees and costs. The prevailing party in the arbitration shall
be awarded its reasonable attorneys' fees and all costs, other than the
arbitrator's fees and costs. For the purposes of determining who is the
prevailing party, each side will submit to the other a single written offer of
settlement ten days prior to the start of the arbitration hearing and the Party
whose offer most closely approximates the arbitrator's award shall be deemed the
prevailing Party for the purpose of awarding attorneys' fees.
18. AGREEMENT BINDING ON SUCCESSORS. This License Agreement shall be binding on
and shall inure to the benefit of the parties hereto, and their heirs,
administrators, successors and assigns. Licensor shall be free to assign its
rights or obligations under this Agreement at any time without the approval or
consent of Licensee or any other person or party.
19. WAIVERS. No waiver by either party of any default under this Agreement shall
be deemed as a waiver of any prior or subsequent default of the same or other
provisions of this Agreement.
20. SEVERABILITY. If any provision hereof is held invalid or unenforceable by a
court of competent jurisdiction, such invalidity shall not affect the validity
or operation of any other provision and such invalid provision shall be deemed
to be severed from this Agreement.
21. REPRESENTATION BY COUNSEL. This Agreement is the result of negotiation
between the parties, who acknowledge that they have been represented by counsel
during such negotiation; accordingly, this Agreement shall not be construed for
or against either party regardless of which party drafted this Agreement or any
portion thereof.
22. COMPLETE AGREEMENT. This Agreement constitutes the entire understanding of
the parties, revokes and supersedes all prior agreements between the parties,
and is intended as a final expression of their agreement. It shall not be
modified or amended, except in writing signed by the parties hereto and
specifically referring to this Agreement. This Agreement shall take precedence
over any other documents that may be in conflict therewith.
23. CAPTIONS. The captions used in this Agreement are for convenience only, and
are not to be used in interpreting the obligations of the parties under this
Agreement.
24. COUNTERPARTS. This Agreement may be executed in counterparts. Each of which
shall be deemed an original but all of which taken together shall constitute one
and the same instrument.
7
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
have each caused to be affixed hereto its or his/her hand and seal as of the
date hereof.
LICENSOR:
By
-------------------------------------------
Name
-------------------------------------------
Title
-------------------------------------------
LICENSEE:
By
-------------------------------------------
Name
-------------------------------------------
Title
-------------------------------------------
8
EXHIBIT A
------------------------------------------------------------------------------
UNITED STATES PATENT 6,530,580
XXXXXXX MARCH 11, 2003
------------------------------------------------------------------------------
Suspension assembly related application
ABSTRACT
A lowerable suspension assembly for the deck of a vehicle is elevated and
lowered by air springs between a travel position when the deck is horizontally
disposed and a loading and unloading position when the deck is inclined and one
end is in contact with a supporting ground surface.
Inventors: XXXXXXX; XXXX XXXXXX (5 Silverwattle Ct., Xxxxxx, Xxxxxxxxxx 0000, XX)
Appl. No.: 707282
Filed: NOVEMBER 6, 0000
XXXXXXX X.X. CLASS: 280/6.151; 280/43.12; 280/43.17
INTERN'L CLASS: B60P 001/18
FIELD OF SEARCH: 280/6.151,43,43.11,43.12,43.17,124.129,124.133 180/209 414/495
-----------------------------------------------------------------------------------------
REFERENCES CITED [REFERENCED BY]
-----------------------------------------------------------------------------------------
U.S. PATENT DOCUMENTS
-----------------------------------------------------------------------------------------
2957594 Oct., 1960 Xxxxx 214/506.
-------
3044646 Jul., 1962 Xxxxxx.
-------
3113686 Dec., 1963 Xxxxxx.
-------
3214185 Oct., 1965 Xxxxx et al. 280/6.
-------
4132432 Jan., 1979 Raidel 280/711.
-------
4619578 Oct., 1986 Routledge 414/498.
-------
4693486 Sep., 1987 Xxxxxx et al. 280/80.
-------
4749210 Jun., 1988 Sugasawa 280/707.
-------
4934733 Jun., 1990 Xxxxx et al. 280/711.
-------
4966387 Oct., 1990 White, IV 280/712.
-------
5366237 Nov., 1994 Xxxxxxx et al. 280/711.
-------
5540322 Jul., 1996 Xxxxxx 198/750.
-------
5560639 Oct., 1996 Xxxxxx et al. 280/704.
-------
9
------------------------------------------------------------------------------------
FOREIGN PATENT DOCUMENTS
------------------------------------------------------------------------------------
WO 9000124 Jan., 1990 XX 0/00.
0000000 Xxx., 0000 XX 3/20.
2252232 Jun., 1975 FR 1/18.
WO 9311953 Jun., 1993 WO 11/26.
PRIMARY EXAMINER: Xxxxxxx; Xxxx X.
ATTORNEY, AGENT OR FIRM: Xxxxxxx & Associates, P.A.
------------------------------------------------------------------------------
PARENT CASE TEXT
------------------------------------------------------------------------------
RELATED APPLICATION
This application is a continuation-in-part of U.S. patent application Ser. No.
09/310,290 which was filed May 12, 1999 now abandoned.
------------------------------------------------------------------------------
CLAIMS
------------------------------------------------------------------------------
What is claimed is:
1. A lowerable suspension system for a vehicle deck comprising;
(a) a swing arm mounting a road wheel having a first end adapted for pivotal
connection to the side of a vehicle deck,
(b) a tower connected to the vehicle deck adjacent a central position of the
swing arm,
(c) a shackle arm pivotably connected to a second end of the swing arm and the
deck, said shackle arm comprising two links joined by a neutral pivotal
connection which are pivotably connected to the deck and to the second end of
the swing arm,
(d) an air spring adapted to be interposed between the tower and the central
portion of the swing arm, the arrangement and construction being such that in a
first position with the air spring fully inflated the vehicle deck is
horizontally disposed for normal travel and in a second position with the air
spring deflated the deck is in a lowered position enabling loading and unloading
to and from the deck from the ground to take place.
2. A lowerable suspension system as claimed in claim 1 wherein the swing arm and
the links are cranked.
3. A lowerable suspension arm as claimed in claim 2 wherein the cranks of the
links are opposed.
4. A lowerable suspension system as claimed in claim 1 wherein the medial
portion of the swing arm provides a seat for a lower end of the air spring.
10
5. A suspension system as claimed in claim 1 wherein first and second ends of
the swing arm are inclined with respect to one another at an angle between 145
and 155 degrees.
6. A suspension arm as claimed in claim 2 wherein the first and second links of
the shackle arms are substantially arcuate.
7. A suspension arm as claimed in claim 1 wherein the tower provides a contact
mounting surface for the top surface of the air spring is inclined at between 5
to 12 degrees from the plane of the deck.
8. A vehicle comprising a chassis and deck, a lowerable suspension system as
claimed in claim 1 and coupling means for attachment to a driver vehicle said
attachment means including a pivotal connection between the driver vehicle, and
means for locking and releasing the pivotal connection.
------------------------------------------------------------------------------
DESCRIPTION
------------------------------------------------------------------------------
This invention relates to a suspension assembly for a vehicle.
The invention also extends to a suspension assembly and chassis for a vehicle
and a vehicle incorporating these features.
This invention relates particularly but not exclusively to a suspension assembly
for a low loading truck, e.g., which permits lowering of a load platform towards
the ground for loading/unloading purposes. The load platform is then raised to
the appropriate level during normal ride and travel of the vehicle. It will be
convenient to hereinafter describe the invention with reference to this example
application, however it is to be clearly understood that it is capable of
broader application.
Trucks typically have a chassis mounted on four or more wheels. An operator's
cabin is mounted on the chassis towards the front of the vehicle and a load
platform is mounted on the rear of the chassis. Typically a fuel driven engine,
e.g., a diesel engine, drives steerable front wheels to move the vehicle.
Typically forklifts and other lifting devices are used for lifting loads on to
the elevated load platform/tray of these trucks. This requires a large amount of
work as the load platform is generally positioned a substantial height above the
support surface. Further the lifting and lowering operation is a fairly
hazardous operation particularly for heavy articles.
Some attempts have been made to modify trucks to ease or facilitate the loading
operation. For example some trucks have tilt down tail portion which can be used
to load articles on to the support surface. Articles to be loaded are pushed up
or down the inclined tail portion to load the goods on to the load platform. The
tail portion is then raised for normal travel and use of the truck.
11
Other attempts to address this problem of which the applicant is aware provide
part of the load platform as an elevator such that articles may be loaded on to
the elevator adjacent ground level and subsequently elevated by the elevator to
the level of the load platform. The articles may then be transferred
horizontally to any desired part of the load platform. Whilst such arrangements
do provide some means for raising the load to load platform they do not provide
a loading tray which may be readily disposed adjacent ground level to facilitate
loading or unloading which is preferred.
Clearly it would be advantageous if a contrivance could be provided which
enabled the load platform to be lowered for loading/unloading and then raised to
its normal height for normal travel of the vehicle.
According to the present invention there is provided a lowerable suspension
system for a vehicle deck comprising;
(a) a swing arm mounting a road wheel having a first end adapted for pivotal
connection to the side of a vehicle deck,
(b) a tower connected to the vehicle deck adjacent a central position of the
swing arm,
(c) a shackle arm pivotably connected to a second end of the swing arm and the
deck, said shackle arm comprising two links joined by a neutral pivotal
connection which are pivotably connected to the deck and to the second end of
the swing arm,
(d) an air spring adapted to be interposed between the tower and the central
portion of the swing arm, the arrangement and construction being such that in a
first position with the air spring fully inflated the vehicle deck is
horizontally disposed for normal travel and in a second position with the air
spring deflated the deck is in a lowered position enabling loading and unloading
to and from the deck from the ground to take place.
The swing arm and the links can be cranked.
The cranks of the links can be opposed.
The medial portion of the swing arm provides a seat for a lower end of the air
spring.
First and second ends of the swing arm can be inclined with respect to one
another at an angle between 145 and 155 degrees.
The first and second links of the shackle arms can be substantially arcuate.
Wherein the tower which provides a contact mounting surface for the top surface
of the air spring is inclined at between 5 to 12 degrees from the plane of the
deck.
12
According to a further aspect of the present invention there is provided a
lowerable suspension system aforesaid and coupling means for attachment to a
driver vehicle said attachment means including a pivotal connection between the
driver vehicle, and means for locking and releasing the pivotal connection.
A chassis and suspension assembly and a vehicle in accordance with this
invention may manifest itself in a variety of forms. It will be convenient to
hereinafter describe in detail several preferred embodiments of the invention
with reference to the accompanying drawings. The purpose of providing this
detailed description is to provide an enabling disclosure. It is to be clearly
understood however that the specific nature of this description does not
supersede the generality of the preceding broad description in the drawings:
FIG. 1 is a side view of a typical embodiment of the invention in a normal
travelling position;
FIG. 2 is a side view similar to FIG. 1 but with the suspension means retracted
to a loading attitude;
FIG. 3 is a plan view of the embodiment of the invention illustrated in FIG. 1
and shown partially cut-away;
FIGS. 4 and 5 correspond to FIGS. 1 and 2 but illustrate the operation of the
suspension components;
FIG. 6 is a similar view to FIG. 5 but shows the load platform further lowered
by pivoting about its connection with the operators cabin;
FIG. 7 illustrates the pivotal connection between existing and new chassis
rails;
FIG. 8 is a cut-away perspective view of a suspension and wheel assembly;
FIG. 9 is a side view of an alternate fixed chassis form of the invention;
FIG. 10 is a top plan view is a suspension assembly and part of a chassis in
accordance with another embodiment of the invention in a sprung raised position;
FIG. 11 is a side view of the suspension assembly of FIG. 10;
FIG. 12 is a side view of the suspension assembly of the other (inner side) of
the chassis rail;
FIGS. 13 and 14 are enlarged views of the suspension assembly of FIG. 10 taken
from opposite sides of a chassis side rail with the road wheel removed; and
FIGS. 15 and 16 are side views from opposite sides of a chassis side rail with
the suspension assembly in a lowered position. In both cases the position of the
road wheel is shown in broken outline.
13
The truck 10 illustrated in FIG. 1 is configured as a low loading truck
according to the present invention. The truck has steerable driven front wheels
11 and a load platform 12 supported by rear chassis rails 13. These rails 13
provide trunnion mountings 14 for respective trailing suspension arms 15
pivotally suspended from the trunnion mountings 14. The arms 15 support wheel
mountings 16 at their outer ends on which the rear wheels 17 are supported.
The load platform 12 extends rearwardly from the operators cabin 20 of a
conventional four wheel drive vehicle such as a truck or utility, both of which
are referred to as a truck herein, in which the chassis 19 rearwardly of the
cabin 20 along with the rear wheel drive has been removed. The removed portion
of the chassis 19 is replaced by the loading platform 12 such that only the
operators cabin including the front suspension 21 supporting the steerable front
wheels 11 and the engine remains in another possible arrangement (not shown) the
cabin can be at the rear of the loading platform.
The new chassis rails 13 are interconnected at their front ends to a
cross-member 22 which mounts pivotally at 25 to a corresponding cross-member 26
fixed to the rear ends of the cut-away chassis rails 19. A hydraulic ram 27
controls the pivotal movement between the cross-members 22 and 26 and a further
ram 28 controls the operation of locking pins 29 which extend laterally through
apertures 30, in brackets mounted on the respective cross-members 22 and 26,
when the vehicle 10 is in its normal travelling attitude.
In this embodiment the load platform is supported by a pair of wheels at each
side of the platform 12. However it could be supported by a single wheel at each
side if desired or multiple wheels. As illustrated the opposed chassis rails 13
are interconnected by transverse members 34 which extend across the load
platform 12 adjacent the location of the trunnion mountings 14 from the
suspension arms 15. The transverse members 34 provide lateral stiffness to the
trunnion mountings.
It will be seen that the arms 15 lie closely adjacent the outside face of the
respective chassis rails 13 and support the wheels 17 with minimum clearance
from the arm 15 so that the overall width of the load platform adjacent the
wheels may be maximised while keeping the overall width across the rear wheels
within legal limits.
Each trailing arm 15 independently pivotable about its trunnion mounting 14 and
may pivot from a normal sprung or raised driving position, as shown in FIG. 1 to
a retracted or lowered position, as shown in FIG. 2, at which the load platform
12 is lowered between the wheels 17 towards the ground.
Referring to FIG. 8 it will be seen that each trailing arm 15 is supported by an
air spring assembly 35 supported at its upper end by a tower 36 fixed to the
chassis rail 13 and on a platform 38 on the arm 15 at its lower end in front of
the wheel 17. The air spring 35 is inflated to elevate the load platform 14 to
its operative position and provides a resilient support during the elevated
travelling position. The air spring 35 is supplied with air from a storage tank
40 having sufficient storage capacity to provide quick inflation of all air
springs and elevation of the load platform 14 from an on ground position to a
travelling position. As an alternative to the air spring 35 a mechanical or
hydraulic receprocable device may be employed.
14
An air compressor 41 is mounted in the engine bay of the operators cabin 20 for
recharging the tank 40 as is the hydraulic pump for the rams 27 and 28. A
further two stage hydraulic ram may be connected between the tower 36 and the
platform 38 to provide additional lift for quickly elevating the load platform
and for providing a back-up support for the load platform. As an alternative to
hydraulic rams or air, mechanical or other hydraulic systems may be adopted.
Controls for the air supply to the air bags 35 and for the hydraulic fluid
supply for the rams are located in the operators cabin 20 and if desired
duplicate controls may be provided for operation externally of the cabin 20. A
fuel tank 45 and the air storage tank 40 are mounted in the space immediately at
the front of the load platform 12.
As illustrated in FIGS. 2 and 6, the load platform 12 may be lowered to an
inclined loading position by retraction of the rear suspension means 15. The
load platform 12 may be lowered to a horizontal on-ground loading position by
retraction of the rear suspension means 15 and operation of the hydraulic rams
27 and 28 to pivot the load platform relative to the operators cabin 20.
The embodiment 50 illustrated in FIG. 9 has a fixed connection 51 between the
load platform 52 and the operators cabin 53. However in this embodiment the rear
chassis rails 54 are stepped downwardly from the original chassis rails 56 of
the operators cabin 57 so that the retraction of the suspension means 58 will
pivot the load platform 52 about the front wheels and place the platform 52
close to the ground. This embodiment may be more suited to a relative short
wheel base vehicle such as a utility.
The air springs 60 of this embodiment are two part single or double action air
springs having a relatively short displacement low stiffness suspension portion
63 and a relatively large displacement high stiffness portion 64. Each pneumatic
spring assembly 60 is connected between the respective trailing arm 61 and an
upper mounting 65 supported by the chassis rails 54, such that when the large
displacement portion is deflated, the platform 52 is retracted to move
downwardly into engagement with the ground or into close proximity therewith.
For travelling purposes, the large displacement high stiffness pneumatic spring
64 is inflated so that the platform 52 is elevated to a travelling position in
which conventional springing will be provided by the small displacement low
stiffness portion 63. Separate pneumatic controls are provided in the drivers
cabin for the pneumatic spring assemblies so that both the stiffness of the ride
and the height adjustment position may be selectively and independently varied
to suit the operating conditions. Variations in air pressures will vary the ride
and height
From the above it will be seen that a conventional four wheel drive truck or
utility may be readily converted to a low loading configuration as per the above
described embodiments. Suitably the chassis rails, trunnion mountings, trailing
arms and suspension units are provided as standard components, such that a
variety of four wheel drive vehicles may be readily modified using standard off
the shelf components which may be duplicated or used in multiples to accommodate
the applied loads expected. For this purpose these components are selected to
support the load platform of a four wheel drive utility and thus must be used in
multiples for
15
larger vehicles. This will facilitate cost effective conversion of four wheel
drive utilities or trucks to front wheel drive low loading vehicles.
In the embodiment illustrated in FIGS. 1 to 8, the hydraulic rams 27 are not
fully retracted in their normal travelling position such that they may be
further retracted to elevate the front end of the substitute load platform 12.
This may be accompanied by a further elevation of the back of the load platform
by the rear suspension to make it parallel to the ground but at a greater height
than the normal travelling position so that a high ground clearance position may
be provided.
With respect to FIGS. 10 to 16 of the drawings in a further embodiment of the
present invention there is provided a lowerable suspension system for a vehicle
comprising a swing arm generally indicated by arrow 70 mounting a road wheel 71
having a first end 72 connected to a chassis rail 73 on the side of a vehicle
deck 74, a tower generally indicated by arrow 75 connected to the vehicle deck
74 adjacent a central position of the swing arm 70, and a shackle arm generally
indicated by arrow 76 pivotably connected to a second end 77 of the swing arm 70
and the deck 74.
The shackle arm 76 comprises two links 78, 79 joined by a neutral pivot
connection 80 which are pivotably connected to the chassis pail 73 and the
second end 77 of the swing arm.
An air spring 81 is interposed between the tower 75 and a central portion 82 of
the swing arm 70.
In a first position with the air spring fully inflated the deck 74 is
horizontally disposed for normal road travel and in a second position with the
air spring deflated the deck is in a lowered position enabling ramp loading and
unloading to and from the deck to take place.
Both the swing arm 70 and the links 78, 79 are cranked, and the cranks of the
links 78, 79 are opposed.
The central portion 82 of the swing arm 70 provides a seat for the lower end of
the air spring 81.
The crank in the swing arm 70 is created by an inclination `P` (See FIG. 16)
between sections 83 and 84 of between 145 and 155 degrees.
The cranks in each of the links 78 and 79 are substantially arcuate.
The contact mounting surface of the tower 75 is inclined at an angle of between
5 and 12 degrees with respect to the plane of the deck 74.
In the drawings FIGS. 10 to 14 are illustrative of the suspension system
supporting the deck 74 in a horizontal position for travel and FIGS. 15 and 16
show the suspension system supporting the deck 74 on an incline when the wheel
71 is above the plane of the deck 74.
In the travel position the air spring is inflated and in the ramp loading
position the air spring is deflated.
16
In the travel position the links 78,79 are clustered and as the air spring is
deflated the links expand into a goose-neck configuration.
The suspension system illustrated can be used in pairs for a two wheeled vehicle
or in multiple pairs for a vehicle with multiple wheel sets.
The suspension system described in relation to FIGS. 10-15 has many
disadvantages in relation to the earlier known embodiments, the main advantages
being;
(a) The system allows a deck to be lowered completely to the ground because the
assembly is mounted to the outside of chassis rails of the deck,
(b) In the lowered position the swing arm assembly is not an encumbrance to
lowering of the deck to ground level,
(c) The shackle connection is bunched when the deck is in its travelling
position and provides lateral support relative to the deck and the free end of
the swing arm during travelling,
(d) The crank in the spring arm enables optimum operating position to be
obtained for the air springs between the deflated and inflated conditions.
The suspension assembly described above provides a simple yet efficacious
mechanism for facilitating lowering of the load tray and associated chassis to
the road surface to permit loading/unloading of loads. There are no complex
components involved and no moving parts. Further the mechanism can be easily
operated by a truck driver.
It will of course be realised that the above has been given only by way of
illustrative example of the invention and that all such modifications and
variations thereto as would be apparent to persons skilled in the art are deemed
to fall within the broad scope and ambit of the invention as is defined in the
appended claims.
17
EXHIBIT C
AIRSPRINT INCOME STATEMENT
Q3 2003 Q4 2003
Month July Aug Sept Oct Nov Dec
Price
# $ # $ # $ # $ # $ # $
--------------------------------------------------------------------------
REVENUE
Trailers
Rental and Large Fleet Customers
Box
Home Depot 3300 10 33.0
Lowes 3300 5 16.5
True Value 3300
Other 1500
Tandem 5500 5 27.5
Total 0 0.0 0 0.0 0 0.0 10 33.0 5 16.5 5 27.5
Components
Kits
License Fees
One Time
Volume Based..Me100
Volume Based..Hi300
----- ----- ------ ------ ------ -----
Grand Total Revenue 0.0 0.0 0.0 33.0 16.5 27.5
GROSS MARGIN
Box Trailers
Home Depot 35% 10 11.6
Lowes 35% 5 5.8
True Value 35%
Other 25%
Tandem 35% 5 9.6
Components
Kits
Licenses 100% 0.0
----- ----- ------ ------ ------ -----
Grand Total GM 0.0 0.0 0.0 11.6 5.8 9.6
% % % % % %
OPERATING EXPENSE
PRODUCT DEVELOPMENT
Prototypes & Models
Supplies / Tools
SALES / MARKETING
Website
Brochure, CD, Video
Shows & Exhibits
Letters
Presentations
Ads (Specialty Mags)
STAFF
Employees Salaries
Xxxx H, Xxxx S, Xxxxxx S
CFO / Acctg (part-time)
Accounting
Project Mgt / Cust Serv
Contract Engineering
Other
Benefits 30%
Payroll Tax 7%
Travel / Entertainment
Auto Expense (2) ..(incl. depcn)
Office Expenses
Office Rental / Utilities
Phones
Postage / Express
Dues & Subs
Supplies
Insurance (Product Liability)
Legal Fees
Consulting Expense
Transfer Agent
Investor Relations / Filings
Licenses
Depreciation (2 trailers)
TOTAL SALES & MARKETING
TOTAL DEVELOPMENT
TOTAL G & A
AIRSPRING INCOME STATEMENT (continued)
2003 2004
Total Q1 Q2 Q3 Q4
# $ # $ # $ # $ # $
----------------------------------------------------
REVENUE
Trailers
Rental and Large Fleet Customers
Box
Home Depot 10 33.0 100 330.0 300 990.0 300 990.0 200 660.0
Lowes 5 16.5 50 165.0 100 330.0 100 330.0
True Value 3300 10 33.0 30 99.0 80 264.0 80 264.0
Other 1500 30 45.0 50 75.0 50 75.0
Tandem 5500 5 27.5 40 220.0 80 440.0 80 440.0
Total 20 77.0 110 363.0 4501519.0 610 2099.0 510 1769.0
Components
Kits
License Fees
One Time 0.0 50.0 50.0 60.0 70.0
Volume Based..Me100 0.0 250 25.0 500 50.0 500 50.0
Volume Based..Hi300 0.0 0.0 250 75.0 500 150.0
------ ------ ------- ------- -------
Grand Total Revenue 77.0 413.0 1594.0 2284.0 2039.0
------
GROSS MARGIN
Box Trailers
Home Depot 11.6 115.5 346.5 346.5 231.0
Lowes 5.8 0.0 57.8 115.5 115.5
True Value 11.6 34.7 92.4 92.4
Other 0.0 11.3 18.8 18.8
Tandem 9.6 0.0 77.0 154.0 154.0
Components
Kits
Licenses 0.0 50.0 75.0 185.0 270.0
------ ------ ------- ------- -------
Grand Total GM 27.0 177.1 602.2 912.2 881.7
------
% % % %
OPERATING EXPENSE
PRODUCT DEVELOPMENT
Prototypes & Models 10.0 15.0 15.0
Supplies / Tools 5.0 1.5 1.5 1.5 1.5
SALES / MARKETING
Website 15.0 10.0 10.0 5.0 0.0
Brochure, CD, Video 5.0 5.0 5.0
Shows & Exhibits 10.0 10.0 10.0 10.0 10.0
Letters 2.0 1.5 1.5 1.0 1.0
Presentations 1.0 1.0 1.0 1.0 1.0
Ads (Specialty Mags) 10.0 10.0
STAFF
Employees Salaries
Xxxx H, Xxxx S, Xxxxxx S 250.0 125.0 125.0 125.0 125.0
CFO / Acctg (part-time) 15.0 10.0 10.0 10.0 10.0
Accounting
Project Mgt / Cust Serv 10.0 10.0 10.0
Contract Engineering 10.0 15.0 15.0 15.0 25.0
Other
Benefits 30% 75.0 37.5 40.5 40.5 40.5
Payroll Tax 7% 17.5 8.8 9.5 9.5 9.5
Travel / Entertainment 25.0 13.0 14.0 14.0 13.0
Auto Expense (2) ..(incl. depcn) 25.0 11.0 12.0 12.0 10.0
Office Expenses
Office Rental / Utilities 10.0 3.5 3.5 4.0 4.0
Phones 5.0 2.0 2.0 2.0 2.0
Postage / Express 1.0 0.5 0.5 0.5 0.5
Dues & Subs 1.0 0.5 0.5 0.5 0.5
Supplies 1.0 0.7 0.7 0.8 0.8
Insurance (Product Liability) 15.0 14.9 49.6 67.0 57.1
Legal Fees 30.0 15.0 15.0 15.0 15.0
Consulting Expense 10.0 5.0 5.0 5.0 5.0
Transfer Agent
Investor Relations / Filings 20.0 9.0 9.0 10.0 10.0
Licenses
Depreciation (2 trailers) 4.0 1.0 1.0 1.0 1.0
TOTAL SALES & MARKETING 83.0 46.5 53.5 53.0 50.0
TOTAL DEVELOPMENT 25.0 16.5 16.5 31.5 41.5
TOTAL G & A 454.5 233.3 281.7 300.7 290.8
EXHIBIT D
DTOMI, INC.
MEMORANDUM OF TERMS
600 Units
$1,000 Per Unit
-------------------------------------------------------------------------------
THIS MEMORANDUM SUMMARIZES THE PRINCIPAL TERMS OF A PROPOSED FINANCING OF DTOMI,
INC. THIS TERM SHEET IS FOR DISCUSSION PURPOSES ONLY; THERE IS NO OBLIGATION ON
THE PART OF ANY PARTY UNTIL THE APPROPRIATE AGREEMENTS ARE SIGNED BY ALL
CONCERNED PARTIES.
-------------------------------------------------------------------------------
DEFINED TERMS Terms otherwise not defined herein can either be found in
the form of Securities Purchase Agreement, attached hereto.
ISSUER Dtomi, Inc., a Nevada corporation (the "Company").
TYPE OF
SECURITIES $1,000 "UNITS" each consisting of (i) 10,526 shares of the
Company's common stock, $.001 par value per share ("Common
Stock") and (ii) a warrant ("Warrant") to purchase 10,526
shares of Common Stock at an exercise price of $0.18 per
share. The Warrant expires on December 31, 2005.
WARRANT CALL The Company may call the Warrant at any time after the
closing bid price for the common stock of the
PROVISION Company has been at or above $0.60 per share for five (5)
consecutive trading days. The Warrant shall expire
forty-five (45) days from the date the Warrant is called
(the "Call Date") by the Company. The forty-five day period
from the Call Date is hereinafter referred to as the
"Mandatory Warrant Exercise Period". IN THE EVENT THAT THE
CLOSING BID PRICE FOR THE COMMON STOCK OF THE COMPANY IS AT
OR ABOVE $0.60 PER SHARE FOR FIVE (5) CONSECUTIVE TRADING
DAYS, THE WARRANT MAY BE CALLED AT THE DISCRETION OF THE
COMPANY REGARDLESS OF WHETHER AN SB-2 REGISTRATION STATEMENT
FILED BY THE COMPANY HAS BEEN DECLARED EFFECTIVE BY THE U.S.
SECURITIES AND EXCHANGE COMMISSION (THE "SEC").
19
BOARD SEAT, BOARD SEAT. The purchasers of the Units as a group (the
SPECIAL "Unit Holders") will have the right to elect one member of
VOTING the board of directors of Dtomi (the "Board") for the
RIGHTS, AND greater of two years from the closing date of the financing
RIGHT TO represented herein, or until such time as the Unit Holders
PURCHASE own less than 25% of the total issued and outstanding shares
ADDITIONAL of Dtomi.
SHARES AT A
DISCOUNT
SPECIAL VOTING RIGHTS. For as long as the Unit Holders are
entitled to a seat on the Board, no action by the Board to
increase the issued and outstanding shares in any one
calendar year, including stock, stock options, and warrants,
of Dtomi, beyond 15% of the total issued and outstanding
shares (after the closing date of the financing represented
herein), shall be valid unless the action was agreed upon
pursuant to a unanimous vote of the Board.
RIGHT TO PURCHASE ADDITIONAL SHARES. In the event that the
Board votes to issue additional Dtomi shares beyond 15% of
the total issued and outstanding in any one calendar year
(the "Issuance"), the Unit Holders shall be entitled to
purchase additional restricted shares (the "Additional
Shares") from Dtomi at a discount of 50% of the closing
market price of Dtomi's common stock for the 5-day trading
period preceding the completion of such Issuance. The number
of Additional Shares made available shall be sufficient to
allow each Unit Holder to maintain his/her equity ownership
prior to the Issuance. Dtomi shall provide written notice
("Notice") of the Issuance to the Unit Holders. The Unit
Holders shall have 10-days from the Notice date to exercise
their right to purchase (the "Right to Purchase"). To the
extent that any Unit Holders elect not to purchase
Additional Shares, such Right to Purchase shall terminate,
and the Additional Shares not purchased shall be made
available pari-passu to those Unit Holders who exercised
their Right to Purchase.
REGISTRATION
RIGHTS FORM OF REGISTRATION STATEMENT. The Company shall file a
registration statement with the SEC on RIGHTS Form SB-2
covering, among other things, the offering of the shares of
the Company's Common Stock underlying each Unit and the
Common Stock issuable upon exercise of the Warrants (the
"Registration Statement"). If the Registration Statement is
not declared effective on or prior to January 31, 2004, the
Company will be required to issue additional warrants to
each investor as follows:
LATE REGISTRATION
PENALTY
---------------------------------------------------------------------------------------------------
DATE REGISTRATION STATEMENT ADDITIONAL WARRANT TO
BECOMES EFFECTIVE PURCHASE COMMON STOCK AS A
% OF THE WARRANT
INCLUDED IN THE UNITS
---------------------------------------------------------------------------------------------------
Between July 15, 2003 and January 31, 2004 0%
Between February 1, 2004, and February 29, 2004 6%
Between March 1, 2004 and March 31, 2004 9%
April 1, 2004 and thereafter 12%
---------------------------------------------------------------------------------------------------
20
REGISTRATION FILING AND EFFECTIVENESS. The Company will use its best
FILING AND efforts to prepare and file the Registration Statement
EFFECTIVENESS within sixty (60) days following the Closing (as defined
below). The Company will use its best efforts to cause the
Registration Statement to become effective as soon as
practicable and to keep the Registration Statement effective
until December 31, 2005, or until the shareholders have
completed the distribution related thereto. PUBLIC TRADING
PUBLIC After the Registration Statement becomes effective, the
TRADING Company will permit the investors to publicly sell the
PERIODS Common Stock underlying each Unit and the shares of Common
Stock issuable upon exercise of the Warrant.
LOCK UP PERIODS There is no lock-up period for the Common Stock underlying
each Unit or Common Shares issuable upon exercise of the
Warrant.
INVESTORS Each investor in the Regulation D offering must be an
"accredited investor" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act").
Each investor in the Regulation S offering must be neither a
U.S. Person (as defined in Regulation S) nor an affiliate of
the Company (as defined in Regulation S) and must meet the
requirements of Regulation S.
1.1 Securities The offering of each Unit in the United States will be made
Exemption pursuant to exemptions from registration provided by Section
4(2) of the Securities Act, Rule 506 of Regulation D
promulgated thereunder, and exemptions available under
applicable state securities laws and regulations.
The offering of each Unit outside of the United States will
be made pursuant to exemptions from registration provided by
Regulation S of the Securities Act.
1.2 T The Closing shall be held on each date that the Company
The Closing accepts an executed Securities Purchase Agreement for the
purchase of Units and the parties exchange the necessary
deliverables under the Securities Purchase Agreement.
21
AMOUNT OF The Company plans to raise an aggregate amount of (i) $600,000 from
the sale of the Common Stock INVESTMENT underlying the 600 Units and (ii) up to
$1,136,808 in the event that all Warrant holders exercise
their right to purchase the Common Stock underlying the
Warrants at the price of $0.18 per share.
USE OF PROCEEDS FROM The Company will use the net proceeds from its sale of the Units as follows:
UNIT SALES AND Australian Legal Fees (Patent Related) $25,000
WARRANT EXERCISES Patent Licensing Fee $50,000
SUBSEQUENT TO U.S. Legal Fees $50,000
EXECUTION OF PATENT General Working Capital Purposes $475,000
LICENSING AGREEMENT
Proceeds will be allocated as follows on each Closing:
1. All proceeds to Patent Licensing Fee until paid in full
2. 1/12th of all proceeds to U.S. Legal Fees
3. 1/24th to Australian Legal Fees
4. Balance to General Working Capital
EXPENSES Each Purchaser is responsible for its own expenses in
connection with this offering.
OFFERING COSTS A Placement Agent fee equal to 10% in cash and 10% in stock
purchase Warrant at $.01 per share, plus a non-accountable
expense allowance of 3% may be paid to licensed
broker/dealers in connection with this offering.
OFFERING MATERIALS o Attached to this Memorandum of Terms are the following
documents which constitute the Offering Materials for
the Offering: Securities Purchase Agreement, including
the following exhibits:
o Form of Warrant
o Investor Representation Letter
o Form 10-KSB for the fiscal year ended March 31, 2003
PRO-FORMA Current Issued and Outstanding 5,026,649 29.8%
CAPITALIZATION Xxxx Xxxxxxx 4,100,000 24.3%
POST-FINANCING Investors (Common Shares) Post May 1 7,727,578 45.9%
TOTAL 16,854,227 100.0%
Current Issued and Outstanding 5,026,649 20.8%
Xxxx Xxxxxxx 5,330,000 22.1%
Investors (Common Shares) 7,727,578 32.0%
Investors (Warrants) 6,064,301 25.1%
TOTAL 23,696,128 100.0%
22
