EXHIBIT 10.8
LICENSE AGREEMENT
This License Agreement (this "Agreement") is made effective as of May 20, 1998
between Sydney Xxxxx Xxxxxxx, of 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx
X0X0X0 Xxxxxx, and Ameri-can Railway Systems, Incorporated, of 000 Xxxxxx
Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 X.X.X.
In the Agreement, the panty who is granting the right to use the licensed
property will be referred to as "Licensor", and the party who is receiving the
right to use the licensed property will be referred to as "ARS".
The parties agree as follows:
1. GRANT OF LICENSE. Licensor owns the intellectual property, trade name
and patents ("Licensed Property"). In accordance with this Agreement, Licensor
grants ARS a non-exclusive license to use the Licensed Property. Licensor
retains title and ownership of the Licensed Property. This grant of license only
applies to the following described territory: Canada. and the United States.
2. PAYMENT OF ROYALTY. ARS will pay to Licensor a royalty which shall be
calculated as follows: The royalty shall be paid by the issuance of 4,520,239
shares of ARS common stock to Licensor.
3. MODIFICATIONS. Unless the prior written consent of Licensor is obtained,
ARS may not modify or change the Licensed Property in any manner.
4. DEFAULTS. If ARS fails to abide by the obligations of thus Agreement,
Licensor shall have the option to cancel this Agreement by providing 60 days'
written notice to ARS.
5. ARBITRATION. All disputes under this Agreement that cannot be resolved
by the parties shall be submitted to arbitration under the rules and regulations
of the American Arbitration Association. Either party may invoke this paragraph
after providing 30 days' written notice to the other party. All costs of
arbitration shall be divided equally between the parties. Any award may be
enforced by a court of law.
6. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of
the parties. Neither party shall have the right to assign its interests in this
Agreement to any other party, unless the prior written consent of the other
party is obtained.
7. TERMINATION. This Agreement may be terminated by AR.S by providing 90
days' written notice to the other party.
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8. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
9. AMENDMENT. This Agreement may be modified or amended, if the amendment
is made in writing and is signed by both parties.
10. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it
would become valid or enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
11. WAIVER OF CONTRACTUAL RIGHT. The failure of either panty to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
12. APPLCABLE LAW. This Agreement shall be governed by the laws of the
State of New York.
Licensor.
Sydney Xxxxx Xxxxxxx
By:
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Sydney Xxxxx Xxxxxxx
Licensee:
Ameri-can Railway Systems, Incorporated
By.
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Xxxxx Xxxx, President and C.O.O.
