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AGREEMENT
AGREEMENT made by and between TEAM TECHNOLOGIES, INC. ("Team") and
OPTIVA CORPORATION ("Optiva").
WHEREAS, Team is to manufacture certain brushes for Optiva, and
WHEREAS, Optiva desires the option, under certain circumstances, to
purchase the machinery used to manufacture said products;
IT IS, THEREFORE, AGREED:
1. Team hereby grants to Optiva a security interest in Team's
equipment and machinery specified in paragraph 2 below.
2. Upon the occurrence of any of the events listed in paragraph 3
below, Optiva shall have the exclusive option to purchase from Team Team's
interest in any or all of the equipment and machinery used by Team to
manufacture brushes for Optiva, including the following:
(a) ZT-2000 integrated system.
(b) TC-40 end-rounding equipment.
(c) Zaboransky Z1E and/or ZT1 equipment.
(d) All accessories, control and support systems related to
those items listed in paragraphs (a), (b) and (c) above.
Team acknowledges that the equipment and components listed in Exhibit A
attached hereto are already, and continue to be, the property of Optiva.
3. Optiva shall have the option to purchase said equipment and
machinery only upon the occurrence of one of the following events:
(a) Major financial difficulties at Team which cause Team to be
unable to continue normal operations in connection with its manufacture of
products for Optiva.
(b) Sale of all, or substantially all, of the assets of Team. For
purposes of this subparagraph (b), the equipment and machinery identified in
paragraph 2 shall not be considered.
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(c) Significant and continuous operational difficulties or
quality problems that seriously threaten Optiva's production processes or
product reputation. If Optiva claims that such difficulty or problem exists, it
shall give Team written notice of the difficulty or problem. The event set forth
in this paragraph (c) shall grant Optiva the option to purchase only if Team is
unable to correct the difficulty or problem with a reasonable time after receipt
of written notice.
(d) Mutual agreement between Team and Optiva to sell said
equipment and machinery to Optiva.
(e) Change in ownership or control of Team, which shall be deemed
to occur if greater than thirty percent (30%) of the capital stock of Team is
acquired by one or more third parties within any twelve (12) consecutive month
period.
If Optiva and Team are unable to agree as to whether any of the
above-described events has occurred, the issue may be submitted by either party
to binding arbitration pursuant to the Commercial Arbitration Rules of the
American Arbitration Association, for decision by one arbitrator. Either party
may demand expedited arbitration, in which case the arbitration hearing shall
occur within thirty (30) days after demand, the arbitration hearing shall be
limited to five (5) days, and the arbitrator shall render his/her decision
within ten (10) days after the conclusion of the hearing. Any arbitration
pursuant to this provision shall take place in Tennessee.
4. Upon the occurrence of any of the events in paragraphs 3 above,
Optiva shall have the option, for forty-five (45) days after the occurrence of
said event, to purchase any or all of the equipment and machinery listed in
paragraph 2 above. This option shall be exercised as follows:
(a) Within said forty-five (45) day period Optiva shall give
written notice of its exercise of the option to Team by registered or certified
mail, return receipt requested.
(b) Optiva shall pay the purchase price in full to Team within
fifteen (15) days after the exercise of the option, and Team shall concurrently
execute a xxxx of sale and deliver possession of the equipment and machinery to
Optiva. At either party's option, an escrow agent may be used to effectuate the
transaction described herein, and at either party's option, said escrow agent
may be directed to pay any tax or trade creditors of Team from the purchase
price.
(c) Any equipment and machinery purchased by Optiva from Team
pursuant to this Agreement shall be conveyed by Team to Optiva free of all liens
and claims, and with a warranty by Team to Optiva to said effect. Team agrees to
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indemnify and hold Optiva harmless from any claims made by any of Team's
creditors in connection with any of Team's debts.
5. If Optiva exercises the option to purchase, the purchase price
shall be the fair market value (to be determined by appraisal if the parties
cannot agree) at the time of sale to Optiva.
6. After the purchase of said equipment and machinery by Optiva,
Team shall if requested by Optiva provide to Optiva on-site training in
operation and maintenance and assist in the installation of the equipment and
machinery. Optiva shall pay Team reasonable compensation for these services as
the parties at such time shall agree.
7. Notices under this Agreement shall be sent to the parties at the
following addresses:
Team Technologies, Inc.
Attention: Xxxxx Xxxxxxxxx
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
Optiva Corporation
Attention: Xxxxxx Xxxxxx
00000 X.X. 00xx Xxxxxx
Xxxxxxxx, XX 00000
8. This Agreement shall be construed in accordance with the laws of
the State of Tennessee. This Agreement contains the entire understanding between
the parties and can only be changed by a written document signed by both
parties. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns.
WITNESS our hands the 18th day of November, 1997.
TEAM TECHNOLOGIES, INC. OPTIVA CORP.
By: /S/ Xxxxx Xxxxxxxxx By: /S/ Xxxxx Xxxxxxxx
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Print name: Xxxxx Xxxxxxxxx Print name: Xxxxx Xxxxxxxx
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Its President Its Pres/CEO
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EXHIBIT A
DEBTOR: Team Technologies Inc.
SECURED PARTY: Optiva Corporation
Optiva Corporation ("Optiva") files this financing statement pursuant to
the Uniform Commercial Code as adopted in Washington to advise third parties of
Optiva's absolute ownership of its property (the "Property") consisting of: (1)
all component parts for the Sonicare(R) toothbrush shipped by or on behalf of
Secured Party to Debtor, previously or in the future, (2) custom equipment of
the Zaboransky TC-40 end-rounding equipment including, without limitation, all
accretions, accessions and related equipment of the Zaboransky TC-40
end-rounding equipment and the custom equipment listed below, (3) custom
equipment of the Zaboransky ZT-2000 bristling, end-rounding, and trimming
machine, including, without limitation, all accretions, accessions and related
equipment of the Zaboransky ZT-2000 and the custom equipment listed below, (4)
all Zaboransky equipment purchased by owner that is furnished to Debtor, and
accretions, accessions, and related equipment, and (5) all Optiva molds, Optiva
tooling or Optiva equipment, previously or in the future, purchased by or
furnished to, Debtor, including, without limitation, the items described
generally below. However, the filing of this financing statement is not intended
to convert the transaction under which Optiva supplies the Property into a
security interest, but instead to give notice to all interested parties of
Optiva's absolute ownership of the Property. Out of an abundance of caution,
Debtor has granted Optiva a security interest in the Property in the event a
court of proper jurisdiction should determine the transaction under which Optiva
supplied the Property transferred any rights (beyond bare possession) in the
Property to Debtor.
GENERAL DESCRIPTION OPTIVA ASSET #
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Brush Trimmer, Short Bristle 1017
Brush Trimmer, Profile 1016
OLI Nubbin Installer 1085
Custom equipment of the Zaboransky TC-40 trimming and end-rounding
machine as detailed:
1. Universal clamping holders.
2. Quadruplicate stationary sidewise spreading system for perfect
end-rounding in five levels.
3. Sensor system for work holders for positive head/handle
positioning.
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4. The 7 additional complete belt sanding units beyond the original
3, which are part of the basic machine.
5. Five custom trimming units for the Sonicare 5 level trim.
6. Modified high efficiency brush head/handle cleaning station.
7. Waste and dust exhaust system including efficient motor blower
filter.
8. Complete ionizing unit (anti-static device) for improved brush
cleaning.
Custom equipment of the Zaboransky ZT-2000 bristling, end-rounding and
trimming machine as detailed:
1. Vibratory bowl feeder.
2. Zero degree stapling option.
3. KO-6 wild strand removal.
4. KO-8 quality control system for end-rounding inspection.
5. CNC controlled tufting (pattern control).
6. CNC controlled triple-color filament and filament bundle feeding
and unwrapping.
7. Fully automatic brush handle feeding system.
8. TC-40 Special Version, for Optiva Brush.
9. 40 work holders.
10. 5 trimming units.
11. 10 rounding units.
12. Universal clamping holders.
13. Quadruplicate stationary spreading system - 5 levels.
14. High efficiency brush head and handle cleaning system.
15. Ionizing unit for improved brush cleaning.
16. Z1E special fixtures and feeds for Optiva brush.
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