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Exhibit 4(d)
JOINT VENTURE AGREEMENT
THIS AGREEMENT is entered into between ALPHACOM, INC., a Nevada corporation,
located at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx X, Xxxxx, Xxxx 00000, hereinafter
referred to as "ALPHACOM" and AMERICAN MILLENIUM CORPORATION, a Delaware
corporation, located at 00000 XXX 00, Xxx Xxxxx, Xxxxxxxx 00000, hereinafter
referred to as "AMC".
WHEREAS, ALPHACOM is a Nationwide, Wireless and Wireline Internet Service
Provider; and
WHEREAS, ALPHACOM is also a Network Marketing Company with over 2,000
Distributors.; and
WHEREAS, ALPHACOM is in the process of filing a Regulation A Common Stock
Offering for $5,000,000.00 and expects to be effective within 30 days; and
WHEREAS, AMC is a research and developmental company; and
WHEREAS, AMC is 80% owned by Energy Optics, Inc. (NASDAQ OTC: EOPT), a New
Mexico corporation and is seeking investment as per attached Exhibit 1 - Summary
of Events; and
WHEREAS, AMC has an unlimited license under a License Agreement dated March 17,
1997 from Pegasus Data Systems, Inc. (Pegasus), Xxxxxx Xxxxxx, Xxxxx Xxxxxx
and/or National MultiPlex Corporation, as per attached Exhibit 2, for a patented
technology called Very Minimal Shift Key (VMSK) and VMSK/2, as per attached
Exhibit 3 Definition and Applications of VMSK, and as per attached Exhibit 4 -
Copy of Article in Wireless Magazine, hereinafter referred to as "Technology";
and
WHEREAS, AMC is developing other technologies, such as a Video Card allowing
full motion or tv like quality over a normal phone line (9.6kbps) and and a
powerline modem allowing up to 3 MB/sec. Data transfer over normal copper,
electronic wiring in a home or building; and
NOW, THEREFORE, in consideration of their mutual promises, covenants and
conditions herein, the parties agree as follows:
1. PURPOSE AND CONTRIBUTIONS:
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1.1. AMC agrees to provide its "rights" to the TECHNOLOGY as outlined in
Exhibits 2 and 3 under the Field of Use below to this Joint Venture.
2. HELD OF USE:
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2.1. Both ALPHACOM and AMC shall have the exclusive rights to use, develop,
market and/or resell the use of the TECHNOLOGY noted above except for
using said TECHNOLOGY into cable boxes used in the video delivery
system.
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3. FUTURE DEVELOPMENTS:
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3.1. ALPHACOM shall have the first right of refusal for a video card as
mentioned above without any further licensing costs; however, royalties
shall be applicable and agreed to under a separate contract or
agreement. Currently, AMC is testing the video card at its own expense
and agrees to deliver reports on the video card specifications and
performance to ALPHACOM.
3.2. ALPHACOM shall have the first right of refusal to share in the Marketing
and further development with AMC for the powerline modem as mentioned
above without any further licensing costs; however, royalties shall be
applicable and agreed to under a separate contract or agreement.
Currently, AMC is testing the powerline modem at its own expense and
agrees to deliver reports on the powerline modem specifications and
performance to ALPHACOM.
4. Both parties agree that any further funds, outside the aforementioned
royalties received by the Joint Venture shall be deemed for development
purposes and as a short-term loan unless otherwise agreed and the terms
of said loan shall be on a case by case basis and further agreed to by
both parties.
5. OWNERSHIP:
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5.1. ALPHACOM shall own 51% of this Joint Venture and AMC shall own the
remaining 49%.
6. ESTABLISHING, AUDITING OF ROYALTIES ACCOUNTS AND PAYMENT OF ROYALTIES
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6.1 For each unit utilizing the TECHNOLOGY, a royalty payment of $100.00
per server in addition to the actual hardware and software costs (if
applicable), $5.00 per end user modem and $.50 per month for each end
user modem active and covered by a service carrier contract $5.00
per unit will be paid to this Joint Venture.
6.2 A separate royalties account shall be maintained for each party and
shall be designated Royalties Account- ALPHACOM and Royalties
Account-AMC. The separate royalties accounts shall consist solely of
royalties on products developed and paid into the account by the Joint
Venture.
6.3 The Joint Venture's books shall be closed and balanced by an
independent certified public accountant at the end of each fiscal year
of this Joint Venture.
6.4 The fiscal year of the Corporation shall be December 31.
6.5 At the end of each month the aggregate sum of the royalties will be
paid base on the percentage owned by each party hereto. Each party's
percentage of the aggregate sum
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of royalties to be paid from this Joint Venture below shall be
calculated and credited to his individual royalties account.
6.6 51% of the aggregate sum of royalties calculated shall be paid into
the Royalties Account-ALPHACOM on behalf of ALPHACOM and 49% of the
aggregate sum of royalties calculated shall be paid into the Royalties
Account-AMC on behalf of AMC.
6.7 In the event either party sub-licenses and/or joint ventures with any
other party for the TECHNOLOGY, that party owes this Joint Venture
TWENTY PERCENT (20%) of / the net proceeds of said license and/or
joint venture.
7 The parties hereto agree that each party and/or his duly authorized
representative, attorney, or attorney in fact shall have the right, upon
reasonable request, to inspect his individual Royalties Account the
Corporation is required to maintain pursuant to Paragraph IV above.
8 Any party may, by notice hereunder to the other party, designate a changed
address for such party. Any notice, if mailed properly addressed, postage
prepaid, registered or certified mail, shall be deemed received the fifth
business day thereafter, or when it is actually received, whichever is
sooner.
9 If any controversy shall rise out of this Agreement or out of the refusal to
perform the whole or any part thereof, the parties shall be unable to agree
with respect to the matters in controversy, the same shall be submitted for
determination by a Board of Arbitrators, pursuant to the Commercial
Arbitration Rules of the American Arbitration Association, and judgment upon
the award rendered may bed entered in any court having jurisdiction thereof.
10 This Contract may be executed in any number of counterparts, including
counterparts transmitted by telecopier or FAX, any one of which shall
constitute and original of this Contract. When counterparts of facsimile
copies have been executed by all parties, they shall have the same effect as
if the signatures to each counterpart or copy where upon the same document
and copies of such documents shall be deemed valid as originals. The parties
agree that all such signatures may be transferred to a single document upon
the request of any party,
11 This Agreement shall be deemed to be a contract made under the laws of the
State of Ohio, and for all purposes it shall be construed in accordance with
and governed by the laws of the State of Ohio.
12 Whenever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or invalid under
applicable law, such pro vision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
13 This Agreement may not be and shall not be deemed or construed to have been
modified, amended, rescinded, canceled, or waived in whole or in part,
except by a written instrument signed by the parties hereto.
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14 This Agreement constitutes and expresses the entire Agreement and
understanding between the parties hereto in reference to all the matter
referred to herein and any previous discussions, promises, representations,
and understanding relative thereto are merged into the terms if this
Agreement and shall have no further force and effect.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement the date first
set forth above.
BY: AMERICAN MILLENNIUM CORPORATION, INC.
00000 XXX
Xxx Xxxxx, XX 00000
By: /s/ Xxxxxxx X. Xxxxxxx Date: 5-14-98
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It's President: Xxxxxxx X. Xxxxxxx
By:/s/ illegible
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Witness
BY: ALPHACOM, INC.
0000 Xxxxxxxx Xxxx, Xxxxx X
Xxxxx, XX 00000
By:/s/ Xxxxxx Xxxxxx Date: 5-14-98
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It's President: Xxxxxx Xxxxxx
By:/s/ illegible
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Witness
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EXHIBITS
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1. Summary of Events of Energy Optics, Inc. from August 20, 1997 - April 20,
1998.
2. AMC's unlimited license from Pegasus Data Systems, Inc. (Pegasus), Xxxxxx
Xxxxxx, Xxxxx Xxxxxx and/or National MultiPlex Corporation for a patented
technology called Very Minimal Shift Key (VMSK) and VMSK/2.
3. Definition and Applications of VMSK.
4. Copy of Article in Wireless Magazine.
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