EXHIBIT G STOCK PURCHASE AND LOAN OPTION AGREEMENT STRATEGIC PARTNERSHIP AGREEMENT
EXHIBIT
10.7
EXHIBIT
G
STOCK
PURCHASE AND LOAN OPTION AGREEMENT
This
Strategic Partnership Agreement ("Agreement") is made this 30th
day of
May 2005 ("Effective Date"), by and between MRD Holdings Inc., with its
principal place of business at The Naaman’s Building Suite 206, 306 Silverside
Rd., DE 19810 Wilmington, Delaware, USA ("MRD") and MR3 Systems, Inc., with
its
principal place of business at 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx,
Xxxxxxxxxx 00000 ("MR3").
RECITALS
A.
MR3
owns all rights, title, and interest in and to that certain technology and
related documentation identified as MR3 Technology ("Technology"), the
specifications for which are set forth in Exhibit A hereto;
B.
MR3
and MRD desire to form a strategic partnership for the transfer use,
utilization, publication and registration of the Technology for the “Areas of
Jurisdiction” as defined in Exhibit B hereto pursuant to Sec. 2.5 of the Stock
Purchase and Loan Option Agreement (“Purchase Agreement” ) and the subsections
thereof;
NOW,
THEREFORE,
for and
in consideration of the purchase of securities by MRD as agreed upon in the
Purchase Agreement, executed, and delivered by MRD to MR3, and all the remaining
compliance documents and requirements are duly submitted by MR3 as required
by
the Purchase Agreement, but not later than June 6, 2005, MR3 and MRD, intending
to be legally bound once the Purchase Agreement is transacted, and for the
royalty payment agreed upon in this document, the parties hereby agree as
follows:
AGREEMENT
| 1. |
DEFINITIONS
|
| 1.1. |
“Technology”
means, the MR3 technology itself, the collective technologies and
intellectual property rights of MR3 necessary to ensure the basic,
and
optimum application of the MR3 technology or collectively, the full
version of the Technology, together with any and all documentation,
improvements, corrections, modifications, updates, enhancements,
applications or other changes, whether or not included in the current
version necessary to ensure its optimum or commercial application
and its
proprietary nature.
|
|
1.2.
|
“Technology
Trade Secret” means any scientific or technical information, design,
process, procedure, formula, or improvement included in the Technology
that is valuable, not generally known in the industry, and gives
the owner
of the Technology a competitive advantage over those competitors
who do
not know or use such information.
|
|
1.3.
|
“Areas
of Jurisdiction” means those countries and fields of use listed on the
attached Exhibit B and this term as initially used in this document
and
the same is deemed automatically converted to the Expanded Jurisdiction
once the additional investment or loan of 4.5 Million US$ is transacted
pursuant to Section 2.3 of the Purchase
Agreement.
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EXHIBIT
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PURCHASE AND LOAN OPTION AGREEMENT
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1.4
|
“Expanded
Jurisdiction” means territories, countries and areas to be covered by the
Technology application upon the infusion of the 4.5 Million US$ loan
and/or investment specifically all territories, countries and areas
except
the United States of America.
|
| 2. |
CONVEYANCE
OF RIGHTS
|
|
2.1.
|
For
use only within the Areas of Jurisdictions, MR3 hereby transfers,
grants,
conveys, assigns, and relinquishes exclusively to MRD all of MR3's
rights,
title, and interest in and to both the tangible and the intangible
property constituting the Technology, in perpetuity (or for the longest
period of time otherwise permitted by law), including the following
corporeal and incorporeal incidents to the Technology and further
agrees
and permits the publication of intellectual property (“IP”) associated
with the Technology in Europe subject to the steps and conditions
outline
in Section 2.5 of the Purchase Agreement together with its
subsections:
|
|
(a)
|
Title
to and possession of the media, devices, and documentation that constitute
all copies of the Technology, its component parts, and all documentation
relating thereto, possessed or controlled by MR3;
and
|
|
(b)
|
All
right, title, and interest of MR3 in and to the inventions, discoveries,
improvements, ideas, trade secrets, know-how, confidential information,
and all other intellectual property owned or claimed by MR3 pertaining
to
the Technology.
|
| 3. |
PUBLICATION
OF INTELLECTUAL PROPERTY
|
|
3.1.
|
Within
the Option Period of the Purchase Agreement, MR3 and MRD shall execute
a
strategy to record and publish the current intellectual property
of MR3
through the appropriate channels as designated by MRD in
Europe.
|
| 3.2. |
Unless
otherwise agreed by the parties, MR3 will select the method of disclosure,
recording, publication, patenting, and warehousing of intellectual
property for MRD, all pursuant to the instructions as outlined in
Section
2.5 of the Purchase Agreement.
|
| 3.3. |
MRD
agrees to pay for all costs associated with the publication of MR3
intellectual property, including all legal fees, patent costs, personnel
time, travel costs, accommodations, per diem, and any other costs
incurred
by MR3 as agreed upon jointly by MR3 and
MRD.
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EXHIBIT
G
STOCK
PURCHASE AND LOAN OPTION AGREEMENT
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4.
|
ESTABLISHMENT
OF RESEARCH AND DEVELOPMENT AND PROCESSING
FACLITIES
|
|
4.1
|
As
stated in Sec. 2.5 of the Purchase Agreement, MR3 and MRD
agree that any utilization or deployment of the MR3 Technology shall
be
fully supported by MR3 technology
teams.
|
|
4.2
|
MRD
will fund, establish, and maintain R&D facilities in Europe and/or
Philippines, all to be designed, operated, and supported by MR3.
Such
facility will showcase the full application and utilization of the
Technology and will replicate the work and operations of the Denver,
Colorado, R&D facilities of
MR3.
|
|
4.3
|
Full
support and staffing requirements will be provided by MR3 to such
R&D
facilities in Europe and/or Philippines upon the request and needs
as
determined by MRD with coordination and consultation to
MR3.
|
|
4.4
|
Within
the Option Period under Section 2.3 of the Purchase Agreement, MR3
will
submit a comprehensive plan for the design, construction, operation,
and
implementation of the R&D facilities to be located in Europe and/or
Philippines. The implementation of the plans to establish, construct,
staff, start-up, and operate said facilities will be outlined in
terms of
cost, schedule, and manpower
requirements.
|
|
4.5
|
MRD
agrees to pay for all costs associated with the comprehensive
planning for the design, construction, operation, and implementation
of
the R&D facilities,
including all site surveys, architectural costs, drafting and drawings,
engineering estimates, personnel time, travel costs, accommodations,
per
diem, and any other costs incurred by MR3 as agreed upon jointly
by MR3
and MRD.
|
|
5.
|
CONTRACT
OF PROJECTS AND CONSIDERATION OF
ROYALTY
|
|
5.1
|
For
all projects and opportunities within the Areas of Jurisdiction and
Expanded Jurisdiction as outlined in Exhibit B hereto, MRD
agrees to exclusively contract MR3 as the technology partner,
implementation entity, and primary contractor for the design,
construction, and operation of processing facilities involving MR3
Technology.
|
|
5.2
|
For
each project and opportunity identified by MRD, MR3, upon approval
by its
Board of Directors, will submit a comprehensive project proposal
for
project implementation. This project proposal will outline the
following:
|
| · |
A
detailed description of the
project;
|
| · |
Any
design documents or specifications (unless the project contemplates
creation or development of the
same);
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EXHIBIT
G
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PURCHASE AND LOAN OPTION AGREEMENT
| · |
Project
deliverables, if any, that either or both MR3 and MRD will be responsible
for creating and developing;
|
| · |
Tasks,
responsibilities, covenants and agreements of each MR3 and MRD relating
to
the project;
|
| · |
Deadlines,
interim milestones, and other matters relating to timing and delivery
or
performance under the project;
|
| · |
Intellectual
property rights or licenses to the extent different from the terms
of this
Agreement and the Purchase
Agreement;
|
| · |
Exclusivity
rights or other restrictions on use with or marketing of the project,
if
any;
|
| · |
Termination
rights of the MR3 and MRD relating to the project, if
any;
|
| · |
Obligations
of the Parties to market and implement the project;
and
|
| · |
Any
other terms or conditions that vary from the terms and conditions
set
forth in this Agreement and the Purchase
Agreement.
|
|
5.3
|
In
consideration for MR3's execution of this Agreement and performance
of the
terms and conditions contained herein, and the transfer and conveyance
of
the Technology in favor of MRD covering the defined Areas of Jurisdiction,
MRD agrees to pay or give MR3 a royalty equivalent to 5% of its net
profit
on each particular project in any of the defined Areas of Jurisdiction,
but excluding humanitarian projects where no profit will be
realized.
|
|
6.
|
IP
REGISTRATION, TREATMENT, AND UTILIZATION POST REGISTRATION
|
|
6.1
|
The
sources of MR3 IP are the following
|
| (a) |
Legacy
unpublished IP before May 2004.
|
| (b) |
IP
developed by Tao and XxXxxxx from May 2004 to
present.
|
| (c) |
IP
under development between MR3 and Arrakis
Mining.
|
| (d) |
Future
IP by MR3 and MRD.
|
| 6.2 |
General
Treatment of IP with MR3 Systems
Inc.
|
|
(a)
|
All
conceptual developments of IP are recorded in notebooks and
journals.
|
|
(b)
|
MR3
maintains a structured agreement with each participating employee
reflecting the following:
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EXHIBIT
G
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PURCHASE AND LOAN OPTION AGREEMENT
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i.
|
During
the employment term of the employee, the employee agrees to license
royalty-free, all-fees paid, the IP to
MR3.
|
|
ii.
|
When
the employee retires or desires to be employed elsewhere and would
like to
apply the IP, MR3 agrees to license the IP to the employee on terms
mutually agreed to between MR3 and the
employee.
|
|
iii.
|
If
the employee is dismissed for cause, the employee relinquishes his
rights
and claims of the IP in favor of MR3, subject to the grant and conferment
of what is due to employee under the signed deed or
agreement.
|
|
6.3
|
Treatment
of IP during Operations
|
|
(a)
|
Operations
are defined as projects, processing sites, and the Company R&D
laboratory.
|
|
(b)
|
At
each operation site, the Company will keep logbooks related to operational
logistics and chemical processing
parameters.
|
|
(c)
|
The
logbooks will be kept in a vault as an operational backup and may
be
accessed and be the basis of reference in the event of contingencies
mentioned in the Stock and Loan and Option Agreement (“Purchase
Agreement”).
|
|
6.4
|
Prior
to the infusion of the US$1M, under Section 2.1 of the Xxxxxxxx Xxxxxxxxx,
XX0, through its authorized officer Xx. Xxxxxxx Xxx, will sign and
execute
a Strategic Partnership Agreement (this Agreement) between MRD and
MR3, of
which its effective date shall be deemed to commence automatically
once
the US$1M is transacted and remitted to MR3 by MRD. Upon the infusion,
the
following activities shall be undertaken by MRD and
MR3:
|
| (a) |
MR3,
MRD, and MR3’s employees will outline for publication its original IP in
Europe, which is a form of protection for MR3 and all of its shareholders
and simultaneous thereto to transfer to MRD or
its designate exclusive
rights to MR3 Technology for utilization and development in the Areas
of
Jurisdiction.
|
|
(b)
|
MRD
and the MR3 will co-develop new technologies and new IP for applications
in the Areas of Jurisdiction.
|
|
6.5
|
Post
Investment of the 4.5US$M under Section 2.3 of the Purchase
Agreement
|
|
(a)
|
Upon
the receipt by MR3 of the said loan or investment the physical possession
of the outlined IP shall be given to MRD for registration and patenting,
who will in turn license the IP back to the MR3 for its utilization
solely
for projects in the US with a minimal fee (i.e. US$1.00 only). The
IP
shall be owned jointly by the MR3 and MRD, as co-developers. MRD
shall
have the option to assign its interest in the IP to its holding company
or
any designate or assign of MRD.
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EXHIBIT
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PURCHASE AND LOAN OPTION AGREEMENT
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(b)
|
MR3
and MRD will devise a process to govern the disposition of IP in
the
context of projects originated by either the MR3 or MRD or the latter’s
designate.
|
|
(c)
|
MR3
and MRD will resolve to structure an agreement in which the MRD designate
can apply the IP subject to royalty and fee negotiation with the
MR3.
|
|
6.6
|
IP
derived by MR3 on MRD Projects in the Areas of Jurisdiction
|
|
(a)
|
The
IP derived by MR3 while working on MRD projects in the expanded
jurisdiction, all territories except US, under contractual funding
from
the MRD will be published in Europe and registered under the name
of MRD
or its designate.
|
|
(b)
|
MRD
or its designate shall license such IP back to MR3 for application
in the
US with a minimal fee of US$1.00, and MRD through the Board of the
Company
will determine the fee structure and royalty due the MRD or its
designate.
|
| 7. |
WARRANTIES
OF TITLE
|
| 7.1. |
MR3
represents and warrants that:
|
|
(a)
|
MRD
shall receive, pursuant to the steps and conditions outline in Section
2.5
of the Purchase Agreement together with its subsections: and the
procedures defined in this Agreement as of the Effective Date, complete
and exclusive right, title, and interest in and to all tangible and
intangible property rights existing in the
Technology.
|
|
(b)
|
it
has developed the Technology entirely through its own efforts for
its own
account and that the Technology is free and clear of all liens, claims,
encumbrances, rights, or equities whatsoever of any third
party.
|
|
(c)
|
the
Technology does not infringe any patent, copyright, or trade secret
of any
third party.
|
|
(d)
|
the
Technology has not been forfeited to the public domain; and that
the for
the Technology have been maintained in
confidence.
|
|
(e)
|
all
personnel, including employees, agents, consultants, and contractors,
who
have contributed to or participated in the conception and development
of
the Technology either (i) have been party to a relationship with
MR3 that
has accorded MR3 full, effective, and exclusive original ownership
of all
tangible and intangible property arising with respect to the Technology
or
(ii) have executed appropriate instruments of assignment in favor
of MR3
as assignee that have conveyed to MR3 full, effective, and exclusive
ownership of all tangible and intangible property thereby arising
with
respect to the Technology.
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EXHIBIT
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STOCK
PURCHASE AND LOAN OPTION AGREEMENT
| 8. |
EXPORT
CONTROLS
|
|
8.1.
|
The
Technology and all underlying documentation or information may be
exported, re-exported, or used by MRD or its designates or affiliates
and
may be used and applied in the agreed Areas of Jurisdiction.
|
| 9. |
FURTHER
ASSURANCES
|
|
9.1
|
MR3
shall execute and deliver such further conveyance instruments and
take
such further actions as may be necessary or desirable to evidence
more
fully the transfer of ownership of all of the Technology to MRD.
MR3
therefore agrees:
|
|
(a)
|
To
execute, acknowledge, and deliver any affidavits or documents of
assignment and conveyance regarding the Technology;
and
|
|
(b)
|
To
provide testimony in connection with any proceeding affecting the
right,
title, or interest of MRD in the Technology;
and
|
|
(c)
|
To
perform any other acts deemed necessary to carry out the intent of
this
Agreement.
|
| 10. |
PROTECTION
OF TRADE SECRETS
|
|
10.1.
|
The
parties agree to hold each other's Confidential Information in confidence
for a period of ninety-nine (99) years following the Effective Date
of
this Agreement. The parties agree that unless required by law, they
shall
not make each other's Confidential Information available in any form
to
any third party or to use each other's Confidential Information for
any
purpose other than the implementation of this Agreement. Each party
agrees
to take all reasonable steps to ensure that Confidential Information
is
not disclosed or distributed by its employees or agents in violation
of
the terms of this Agreement.
|
|
10.2.
|
A
party's "Confidential Information" shall not include information
that: (a)
is or becomes a part of the public domain through no act or omission
of
the other party; (b) was in the other party's lawful possession prior
to
the disclosure and had not been obtained by the other party either
directly or indirectly from the disclosing party; (c) is lawfully
disclosed to the other party by a third party without restriction
on
disclosure; (d) is independently developed by the other party; or
(e) is
required to be disclosed by any judicial or governmental requirement
or
order (provided that Recipient timely advises the disclosing party
of the
governmental demand for
disclosure).
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PURCHASE AND LOAN OPTION AGREEMENT
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11.
|
ACKNOWLEDGMENT
OF RIGHTS; INTENT AND DUTY TO USE BEST
EFFORTS
|
|
11.1.
|
In
furtherance of this Agreement, MR3 hereby acknowledges that, from
and
after the Effective Date of this Agreement, within the defined Areas
of
Jurisdiction, MRD has acceded to all of MR3's right, title, and standing
to:
|
|
(a)
|
Receive
all rights and benefits pertaining to the Technology as given and
defined
in this document;
|
|
(b)
|
Institute
and prosecute all suits and proceedings and take all actions that
MRD, in
its sole discretion, may deem necessary or proper to collect, assert,
or
enforce any claim, right, or title of any kind in and to any and
all of
the Technology; and
|
|
(c)
|
Defend
and compromise any and all such action, suits, or proceedings relating
to
such transferred and assigned rights, title, interest, and benefits,
and
perform all other such acts in relation thereto as MRD, in its sole
discretion, deems advisable.
|
|
11.2.
|
The
intent of the parties under this Agreement is for MRD, within the
Areas of
Jurisdiction or expanded jurisdiction when already in effect and
applicable, to exclusively use, commercialize and exploit the Licensed
Technology, and to sub license or assign to other entities the right
to do
the same, including the development, processing, manufacture and
marketing
of products and processing services and other revenue producing sources
and activities.
|
|
11.3.
|
MRD
shall devote its substantial time and diligent best efforts to realize
and
effectuate the intent of this Agreement and to utilize and look for
opportunities for its commercial and humanitarian application of
the
conveyed Technology in an effort to xxxxxx its commercialization
and use,
including the use of such best efforts to process, market and distribute
products and processing services in the Areas of Jurisdiction, Expanded
Jurisdiction, and Restrictive Area in an efficient and expeditious
manner.
|
| 12. |
LIMITED
WARRANTY; SUPPORT
|
|
12.1.
|
MR3
represents and warrants that the Technology conforms in all material
respects to the functional Specifications set forth in Exhibit A.
With
that sole exception, MR3 ASSIGNS THE TECHNOLOGY TO MRD "AS IS," AND
MR3
DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO THE
TECHNOLOGY, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OR MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. MRD's exclusive remedy for breach
of
the foregoing warranty shall be to require MR3 to correct any material
nonconformance to such
Specifications.
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PURCHASE AND LOAN OPTION AGREEMENT
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12.2.
|
During
the term of this Agreement, MR3 shall provide full technical support
to
the MRD on an ongoing, “as needed” basis. All expenses, salaries, benefits
and other obligations incurred for the provision of such technical
support
shall be paid by MRD.
|
| 13. |
INDEMNITY
|
|
13.1.
|
Indemnification.
MR3 will defend, at its sole expense, any claim, suit or proceeding
brought against MRD which is based upon a claim that (i) the Technology
infringes any patent, copyright, or trade secret, provided MRD gives
MR3
written notice within thirty (30) days of receiving notice of such
claim
and provides MR3 reasonable cooperation in the defense of the claim.
MR3
will pay any damages and costs assessed against MRD (or payable by
MRD
pursuant to a settlement agreement) in connection with the
proceeding.
|
|
13.2.
|
Remedies
of MRD.
In
the event that a court directs MRD to cease use of the Technology,
MR3
will either (i) modify the Technology so that it is no longer infringing,
or (ii) procure for MRD the rights necessary for MRD to exploit the
Technology at no expense to MRD. If MR3 is unable to comply with
either
subsection (i) or (ii), MRD, at its option may either replace the
infringing portions of the Technology with non-infringing technology
at
MR3's expense, or terminate this agreement and receive a complete
and full
refund of the consideration involved in the
Agreement.
|
| 14. |
MISCELLANEOUS
|
|
14.1.
|
Effectivity
and Binding Effect.
This Agreement shall be binding and effective indefinitely until
terminated upon mutual agreement of parties and it will be binding
upon,
the parties hereto, together with their respective legal representatives,
successors, and assigns.
|
| 14.2 |
Arbitration.
Parties agree and stipulates, before commencing a court action, to
voluntary resort to arbitration or mediation to determine the claims
and
complaint that each party may have arising from or connected or related
to
the provision of this Agreement. Parties agree to defray the cost
equally
and if necessary may employ the assistance of technical staff from
each
side to present and simplify the complex nature of claim. Each party
may
opt to waive the assistance of counsel and choose to represent itself
through the assistance of competent individual in the arbitration
proceedings.
|
|
14.3.
|
Choice
of Law.
This agreement shall be governed by and construed in accordance with
the
laws of the United States and the State of California, as applied
to
agreements entered into and to be performed entirely within California
between California residents or parties may agree to a less expensive
and
neutral venue if the juridical existence of the other party was registered
in another country or state or the nationality of the natural person
involved is from another country.
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14.4.
|
Notices.
Any notices given by either party hereunder will be in writing and
will be
given by personal delivery, national overnight courier service, or
by U.S.
mail, certified or registered, postage prepaid, return receipt requested,
to MR3 or MRD at their respective addresses specified above and in
the
Purchase Agreement. All notices will be deemed effective upon personal
delivery, or five (5) days following deposit in the U.S. mail, or
two (2)
business days following deposit with any national overnight courier
service.
|
|
14.5.
|
Entirety
and Amendment.
This Agreement and all exhibits hereto constitutes the entire agreement
and understanding between the parties with respect to the subject
matter
hereof and supersedes all prior or contemporaneous agreements, any
representations or communications. The terms of this Agreement may
not be
amended except by a writing executed by both
parties.
|
|
14.6.
|
Force
Majeure.
Neither party will be in default if its performance is delayed or
becomes
impossible or impractical by reason of any cause beyond such party's
reasonable control.
|
|
14.7.
|
Attorneys’
Fees.
Including an action for injunctive or declaratory relief, or to pursue
damages for any breach of this Agreement, including all appeals,
the
prevailing party shall be entitled to recover reasonable attorneys’ fees,
litigation costs from the other party. The attorneys’ fees and costs may
be ordered by the court in the trial or appeal of any action described
in
this paragraph, or may be enforced in a separate action brought for
determining attorneys’ fees and
costs.
|
|
14.8.
|
Except
as otherwise provided by this Agreement, neither party may assign
its
rights, duties and obligations under this Agreement, without the
prior
written consent of the other party, which consent shall not be
unreasonably withheld, and further provided that any such assignment
is
made expressly subject to the terms and conditions of this Agreement,
and
the assignee agrees in writing to be bound by the terms and conditions
hereof.
|
WHEREAS,
the
parties have executed this agreement in counterparts, each of which shall be
deemed an original, as of the Effective Date first written above.
| MRD HOLDINGS INC. | MR3 SYSTEMS, INC. | ||
| /s/ Xxxxxxx X. X. Xxxx | /s/ Xxxxxxx X. Xxx, Ph.D. | ||
|
|
|
||
| Its: Managing Director | Its: Chief Executive Officer |
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EXHIBIT
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PURCHASE AND LOAN OPTION AGREEMENT
EXHIBIT
A
|
MR3
Technology:
|
includes
the proprietary high affinity metals extraction and metals separation
technology owned by the and embodied in the MR3 Modules, and all
of the
trade secrets, know-how, show-how, inventions, patents including
US
Patent(s) and US Patent(s) applications, lab books, formulae, processes,
computer systems, methods, discoveries, business methods, confidential
information, expertise, copyrights, trademarks, service marks,
plans,
drawings, sketches, prototypes, tooling and information of any
nature
whatsoever which relates to the MR3 Modules and their implementation
in a
MR3 Facility, including but not limited to the Know-How for solubilizing
metals as a method of feedstock preparation for the high affinity
metals
extraction process and the know-how for creating commercially valuable
and
viable products from that process; developed, possessed, conceived
and/or
used by, including the Process Package and any modifications, improvements
and translations and thereof in respect of commercial and industrial
uses,
not in the public domain and applications to that will optimize
the
technology and make its application proprietary.
|
|
Know-How:
includes all technical knowledge (whether or not patentable), unpatented
inventions, manufacturing and operational procedures, processes,
trade
secrets, marketing techniques, skills and ideas, and current and
accumulated experience, which has acquired or will acquire in connection
with the MR3 Technology including, but not limited to, the following:
(a)
the amounts and types of locations, personnel, machinery, equipment,
raw
materials, chemicals and the like needed to create MR3 Modules
and to
operate MR3 Facilities for the production of End-Products and Processing
Services, and (b) the proper engineering, construction, installation,
maintenance, and repair of such System.
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MR3
Facility:
includes all the MR3 primary and secondary equipment, MR3 Modules,
media,
facility controls including, without limitation, instrumentation,
primary
and secondary control elements, shared display(s), control algorithms
or
any software based functions necessary and required to operate
a plant,
facility or system, and to commercially implement the MR3 Technology,
which selectively removes targeted metals from feedstocks or metals
streams via high affinity metals extraction to produce or render
End-Products or Services. Each MR3 Facility contains one or more
MR3
Modules to produce one or more specific metal End-Products or Processing
Services.
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MR3
Module:
includes the media, the container(s) and the direct control system(s)
for
high affinity metals extraction, used in the MR3
Technology.
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Process
Package:
includes the set of information and documentation required to design,
specify, procure, build and operate a MR3 Facility including but
not
necessarily limited to Process Flow Drawing(s), General Arrangement
Drawing(s), Piping and Instrumentation Diagrams, Detailed Process
Description, Detailed Functional Control Description, Finalized
Major
Equipment List, and Major Process Equipment and Instrumentation
Data
Sheets.
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Magnum
Opus:
the treatise and document, authored by Xx. Xxxxxx XxXxx and completed
in
April 1999, as well as any amendments, corrections, additions or
updates
that are made to it from time to time by the employee or technical
staff
of the Company, containing an extensive background to the Technology,
including, but also over and above the definitions of the Technology
included in this
document.
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-11-
EXHIBIT
G
STOCK
PURCHASE AND LOAN OPTION AGREEMENT
EXHIBIT
B
Areas
Jurisdiction as defined in the Purchase Agreement are:
Austria
Switzerland
Taiwan
Greater
China (including Hong Kong and Macau)
India
Pakistan
The
Philippines
All
Middle East Countries
Expanded
Jurisdiction:
All
territories or countries worldwide except United States of America
-12-
