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EXHIBIT 10(e)
TRANSFER AGREEMENT
Agreement made November 15, 1999, between Recycling Centers of America,
Inc., a Colorado corporation, hereinafter called "RCAI" and Xxxxx Xxxxxx of
00000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx, Xxxx, and Xxxx X. Xxxxx of 0000 Xxxxxxxx
Xxxxx, Xxxxxx Xxxx, Xxxxxxxx, hereinafter called "Sellers."
1. Effective November 15, 1999. The Sellers hereby assign and transfer
to RCAI all of their rights, duties, and obligations under that
certain Agreement dated December __, 1999, between Sellers and Brody
Special Projects Company ("Agreement"). RCAI hereby agrees to assume
all duties and obligations of the Sellers under the Agreement, and
agrees to indemnify and hold Sellers harmless from all payment
obligations described in paragraphs 1 and 2 of the Agreement. All
accounts receivable, contract rights, and other benefits and
obligations arising from transactions effected by Sellers with any of
the assets, tangible or intangible, acquired by Sellers under the
Agreement. Prior to December 14, 1999, shall be assigned and
delivered to RCAI on December 14, 1999 except as noted as follows;
net fees from PallSep pilot work at West Food Farms, Safeway, Dairy
Farmers of America, Pepsi Cola General Bottlets and Leprino Foods
will pass directly to Xxxxx and Xxxx. Assignment is made with all
assets in as is condition without representation or warranty of any
kind. RCAI acknowledges the need for consent from New Logic
International and Pall Corporation for transfer of OEM agreements.
2. In consideration of the assignment provided for in paragraph 1,
above, RCAI shall issue and pay to the Sellers the following:
(a) RCAI shall issue stock options in the amount of 50,000 shares each,
to Xxxxx Xxxxxx and Xxxx Xxxxx. Said options shall be exercisable for
a term of 5 years from the date of this agreement, at an exercise
price of $0.40 per share. Provisions for these options shall be
similar to the option conditions provided in the employment
agreements for Xxxxx and Xxxx.
(b) RCAI shall issue stock options in the amount of 200,000 shares each,
at an exercise price of $0.40 per share, to Xxxxx Xxxxxx and Xxxx
Xxxxx. Said options are to be performance based and will be issued in
50,000 share lots for each $4,000,000 of gross sales accomplished by
the membrane filtration division of RCAI. This provision will be in
force for 5 years from the date of this agreement and will be subject
to option conditions similar to those provided in the employment
agreements for Xxxxx and Xxxx.
(c) RCAI agrees to pay Xxxxx Xxxxxx the sum of $36,800 over a six-month
period in six equal increments of $6,133 beginning January 15, 2000
and on the 15th of each subsequent month until the full sum is paid.
3. On or before January 30, 2000, RCAI shall appoint Xxxx Xxxxx to the
board of RCAI.
/s/ XXXXX XXXX /s/ XXXXX XXXXXX
------------------------------- -------------------------------
Xxxxx Xxxx/CEO RCAI Xxxxx Xxxxxx
/s/ XXXX XXXXX
-------------------------------
Xxxx Xxxxx
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AGREEMENT
December 23, 1999
In consideration for transferring the agreements between Xxxx Xxxxx and Xxxxx
Xxxxxx with Xxxxx Special Projects Company, Recycling Centers of America, Inc.
agrees to assume the obligations of the Promissory Note dated December 30, 1999
from Brody Special Projects.
/s/ XXXXX XXXX
------------------------------
Xxxxx Xxxx, CEO
Recycling Centers of America
0000 Xxxxxxx Xxx
Xxxxx, Xxxx 00000
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ESCROW AGREEMENT
THIS ESCROW AGREEMENT is made and entered into as of January __, 2000, by
and among Xxxxx Xxxxxx and Xxxx X. Xxxxx (collectively the "Purchaser"); Brody
Special Projects Company, a Utah Corporation ("Seller"); and Xxxxxx, Xxxxxx &
Xxxxxxx, X.X., as escrow agent (the "Escrow Agent").
RECITALS
WHEREAS, the Purchaser and the Sellers have entered into the Agreement
dated December __, 1999, ("Purchase Agreement") pursuant to which the Purchaser
agreed to purchase from Seller; certain assets of seller used in the business
of marketing, selling and leasing V-Sep and Pall-Sep systems, including
contract rights to market such systems; and
WHEREAS, Seller has agreed to deposit certain assets into escrow under the
terms and conditions set forth herein pending payment of the purchase price for
the assets in accordance with the Purchase Agreement;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and in the Purchase Agreement, and for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, it is agreed as follows:
SECTION 1. Escrow Deposit.
(a) The Escrow Agent acknowledges receipt of a written assignment
from Seller to Purchaser of the OEM Agreement between Seller and Pall
Filtron, Inc., signed by Pall Filtron, Inc., on July 9, 1999, together with
the written consent to assignment from Pall Filtron, Inc. ("Pall
Assignment"), and a written assignment/termination from Seller to Purchaser
of the OEM Agreement between Seller and New Logic International, Inc.,
dated November 5, 1998 ("New Logic Assignment") and hereby confirms that
the Pall Assignment and New Logic Assignment (collectively the "Escrow")
will be held by the Escrow Agent pursuant to Section 3 of this Agreement.
(b) The Escrow Agent agrees to hold, administer and disburse the
Escrow, pursuant to the terms of this Agreement.
SECTION 2. Rights, Duties and Immunities. (a) Acceptance by the Escrow
Agent of its duties under this Agreement is subject to the following terms and
conditions, which all parties to this Agreement hereby agree shall govern and
control the rights, duties and immunities of the Escrow Agent:
(i) The Escrow Agent undertakes to perform such duties and only
such duties as are expressly set forth herein; the Escrow Agent shall
not be liable.
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except for the performance of such duties and obligations as are expressly
set forth herein; and the Escrow Agent shall not be deemed to have any
knowledge of or responsibility for the terms of any other agreement
between or among the Sellers, Sellers' Representative, the Purchaser or
any other party, including, without limitation, the Purchase Agreement.
(ii) The Escrow Agent shall not be responsible in any manner
whatsoever for any failure or inability of the Sellers, the Sellers'
Representative, the Purchaser or any third party, to deliver moneys to the
Escrow Agent or otherwise to honor any of the provisions of this
Agreement, the Purchase Agreement or any other agreement.
(iii) Purchaser shall, within ten (10) days following demand,
reimburse and indemnify the Escrow Agent for, and hold it harmless from
and against, any loss, liability or expense, including but not limited to
reasonable counsel fees, arising out of or in connection with its
acceptance of, or the performance of its duties and obligations under
this Agreement, except for losses, liabilities and expenses caused by the
willful misconduct or gross negligence of the Escrow Agent. Such costs of
indemnification shall be borne the Purchaser. The provisions of this
Section 2(a)(iii) shall survive any termination of this Agreement.
(iv) The Escrow Agent shall be fully protected in acting on and
relying upon any written notice, direction, request, waiver, consent,
receipt or other paper or document which the Escrow Agent believes in good
faith to have been signed or presented by the proper party or parties as
provided pursuant to this Agreement.
(v) The Escrow Agent shall not be liable for any error of judgment,
or for any act done or step taken or omitted by it in good faith or for
any mistake of fact or law, or for anything which it may do or refrain
from doing in connection herewith, except its own willful misconduct or
gross negligence.
(vi) The Escrow Agent may seek the advice of legal counsel in the
event of any dispute or question as to the construction of any of the
provisions of this Agreement or its duties hereunder, and it shall incur
no liability and shall be fully protected in respect of any action taken,
omitted or suffered by it in good faith in accordance with the opinion of
such counsel.
(vii) The Escrow Agent makes no representation as to the validity,
value, genuineness or collectibility of any security, document or
instrument held by or delivered to it.
(b) If a controversy or dispute arises between one or more of the parties
hereto, or between any of the parties hereto and any person not a party hereto,
as to whether or not or to whom the Escrow Agent shall deliver the Escrow or
any portion
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thereof or as to any other matter arising out of or relating to the Escrow
or this Agreement, the Escrow Agent shall, in its sole discretion, have the
right to (but shall not be obligated to), commence interpleader or similar
actions or proceedings for determination of such controversy or dispute,
provided, however, in no event shall the Escrow Agent commence any
interpleader or similar action or proceeding if it shall have received
written notice that such controversy or dispute shall have been settled
pursuant to a written agreement among the parties to such controversy or
dispute or by a final judgment of a court of competent jurisdiction, not
subject to further appeal; and provided, further, that notwithstanding the
commencement of interpleader or similar actions or proceedings, resolution
of the underlying dispute between Purchaser and Sellers as to payment of
the Escrow shall be made in accordance with the Purchase Agreement.
(c) The Escrow Agent shall also be entitled to reimbursement of any
other reasonable fees and expenses, including out-of-pocket costs and
expenses and reasonable attorney's fees incurred by the Escrow Agent
hereunder. The Purchaser shall be responsible for all of such fees and
expenses.
SECTION 3. Release of Escrow. The Escrow Agent shall disburse the Escrow
as follows:
(a) If each of the cash payments are made from Purchaser to Seller
under paragraph 2.A. of the Purchase Agreement, then upon the final payment
the Escrow Agent shall deliver to the Purchaser all of the Escrow. Each
such cash payment shall be deposited with the Escrow Agent not less than 10
days prior to the due date under the Purchase Agreement and shall be paid
by Escrow Agent to Seller on or before the due date through a check drawn
on the Escrow Agent's trust account payable to Seller and delivered to the
office of Xxxxxx X. Xxxxxxxxx at 00 X. 000 Xxxx, Xxxx Xxxx Xxxx, Xxxx
00000.
(b) If any of the cash payments are not made by Purchaser to Seller
under paragraph 2.A. of the Purchase Agreement by the date specified
therein, then upon such default the Escrow Agent shall deliver to the
Seller all of the Escrow.
(c) The Escrow Agent shall, in addition, disburse the Escrow in
accordance with any joint written instructions of the Purchaser and the
Seller received by the Escrow Agent.
SECTION 4. Termination of Escrow Agreement. This Agreement shall terminate
upon the distribution of all of the Escrow held by the Escrow Agent in
accordance with the provisions hereof.
SECTION 5. Successor Escrow Agent
(a) The Escrow Agent (and any successor escrow agent) may at any time
resign as such by delivering the Escrow to any successor escrow agent
jointly designated
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in writing by the Purchaser and the Seller or to the court in connection
with an interpleader or similar action brought pursuant to Section 2(b)
above, whereupon the Escrow Agent shall be discharged of and from any and
all further obligations arising in connection with this Agreement. The
resignation of the Escrow Agent shall take effect on the earlier of the
appointment of a successor escrow agent or the day which is 30 days after
the date of delivery of the Escrow Agent's written notice of resignation
to the other parties hereto. In the event that a successor escrow agent
has not been appointed at the expiration of such 30-day period, the Escrow
Agent's sole responsibility hereunder shall be the safekeeping of the
Escrow and to disburse such Escrow in accordance with either the
instructions signed by the Purchaser and the Seller or the order of any
court of competent jurisdiction.
(b) If the Escrow Agent receives a written notice signed by the
Seller and the Purchaser stating that they have selected another escrow
agent, the Escrow Agent shall deliver the Escrow to the successor escrow
agent named in the aforesaid notice within 10 days of its receipt of such
notice.
SECTION 6. Governing Law. Subject to the provisions of Section 2(b)
hereof, the Agreement shall be construed under and governed by and enforced in
accordance with the laws of the State of Utah.
SECTION 7. Notice. All notices, requests, consents and other
communications under this Agreement shall be in writing and shall be mailed by
first class, registered or certified mail, postage prepaid, or sent via
overnight courier service, or delivered personally:
If to the Escrow Agent: Xxxxxx, Xxxxxx & Xxxxxxx, X.X.
0 Xxxx Xxxxxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Attention: Xxxx Xxxxxx
If to Purchaser: Xxxxx Xxxxxx
00000 Xxxxx Xxxxxxxx Xxxxx
Xxxxx, XX 8409__
If to the Seller: Brody Special Projects Company
c/o Xxxxxx X. Xxxxxxxxx
00 Xxxxx 000 Xxxx
Xxxx Xxxx Xxxx, XX 00000
or to such other address of which the addressee shall have notified the sender
in writing. Notices delivered personally shall be effective upon delivery.
Notices delivered by overnight mail shall be effective one day following the
date deposited with the overnight mail service. Notices delivered by registered
or certified mail shall be effective on the date set forth on the receipt of
registered or certified mail, or three days following the date deposited in the
U.S. mail, whichever is earlier.
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SECTION 8. Headings. The headings of the paragraphs of this Agreement are
inserted as a matter of convenience and for reference purposes only, are of no
binding effect, and in no respect define, limit or describe the scope of this
Agreement or the intent of any paragraph.
SECTION 9. Counterparts; Facsimile Signatures. This Agreement may be
executed in any number of counterparts hereof, and by the different parties
hereto on separate counterparts hereof, each of which shall be deemed to be
an original and all of which together constitute one and the same agreement.
Facsimile signatures on this Agreement shall be deemed original signatures.
SECTION 10. Entire Agreement. This Agreement represents the entire
understanding and agreement among the parties hereto with respect to the subject
matter hereof, supersedes all prior negotiations between the parties, and can
be amended, modified, supplemented, extended, terminated, discharged or changed
only by an agreement in writing which makes specific reference to this
Agreement and which is signed by the party intended to be bound thereby.
SECTION 11. Severability. If any provision of this Agreement or the
application thereof to any person or circumstance shall be invalid or
unenforceable to any extent the remainder of this Agreement and the application
of such provision to other persons or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law, but only
as long as the continued validity, legality and enforceability of such
provision or application does not materially (a) alter the terms of this
Agreement, (b) diminish the benefits of this Agreement or (c) increase the
burdens of this Agreement, for any person.
SECTION 12. Joint Instructions. Notwithstanding any provision contained
herein to the contrary, the Escrow Agent shall at any time and from time to
time take such action hereunder with respect to the Escrow as shall be directed
in writing by both the Purchaser and Seller.
SECTION 13. Conflict Waiver. Seller and Purchaser are advised that the
Escrow Agent has represented the Purchaser in connection with this transaction,
and that the performance by the Escrow Agent of its duties hereunder may give
rise to a conflict of interest. The Escrow Agent may perform its duties
hereunder calling for the delivery of the Escrow to the Purchaser contrary to
the wishes of the Seller or act in some other way that the Seller considers
contrary to its interest, and the Escrow Agent may perform its duties hereunder
calling for the delivery of Escrow to the Seller contrary to the wishes of the
Purchaser or act in some other way that the Purchaser considers contrary to its
interest. Each of the Seller and Purchaser waive such conflicts, consent to the
Escrow Agent acting under this Agreement and representing the Purchaser in the
transactions contemplated by the Purchase Agreement, and release and hold the
Purchaser in the transactions contemplated by the Purchase Agreement, and
release and hold the Escrow Agent harmless from and against any claim that the
Purchaser or Seller may have against the Escrow Agent on the basis of the
performance of its duties under this Agreement, except the Escrow Agent's
willful misconduct or gross negligence.
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IN WITNESS WHEREOF, the undersigned have executed this Escrow Agreement
as of the date first written above.
BRODY SPECIAL PROJECTS COMPANY PURCHASERS
By: /s/ [SIGNATURE ILLEGIBLE] By: /s/ XXXXX XXXXXX
------------------------------- -------------------------------
Name: Xxxxx Xxxxxx
Title:
XXXXXX, XXXXXX & XXXXXXX, X.X.
By: /s/ XXXX X. XXXXX
------------------------------- -------------------------------
Name: Xxxx X. Xxxxxx Xxxx X. Xxxxx
Title: Managing Member
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AGREEMENT
AGREEMENT made December __, 1999, between Brody Special Projects Company,
a Utah corporation, hereinafter called "Brody" and Xxxxxx Xxxxxx of 11718 South
Brisbane Drive, Sandy Utah, and Xxxx X. Xxxxx of 0000 Xxxxxxxx Xxxxx,
Xxxxxxxxxx Xxxxxxxx, hereinafter called "Buyers".
WHEREAS, the parties have reached an understanding with regard to the sale
by Brody and the purchase by Buyers of (a) certain assets of Brody and the
purchase by Buyers of (a) certain assets of Brody, which are utilized in the
business of marketing, selling and leasing V-Sep and Pall-Sep systems and (b)
the right to market, sell and lease V-Sep and Pall-Sep units under Brody's OEM
agreements with New Logic International and Pall Filtron, Inc.
IT IS THEREFORE AGREED:
1. Sale of Assets and Projects. Brody and Buyers agree that, at the
closing, Brody will sell, transfer and deliver to Buyers, for the consideration
hereinafter provided, all of the assets set forth on Exhibit "A" attached
hereto and the projects developed by Brody over the past eighteen months listed
at Exhibit "B" attached hereto, "Brody's projects" herein. Such sale shall be
made free and clear of all liabilities, obligations, security interests and
incumbrances, except only those liabilities and obligations which are to be
assumed by Buyers as hereinafter provided. Subject to the terms of this
agreement and in reliance upon the representations and warranties of Brody
contained herein,
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the Buyers shall purchase said assets and Brody's projects and, in full
consideration therefor, pay Brody $300,000 cash, as described at paragraph 2.A.
below, and $300,000 out of future sales, as described at paragraph 2.B. below,
and Buyers agree to pay or discharge Brody's liabilities and obligations only
to the extent provided at paragraph 6 below.
2. Payment of Purchase Price.
A. The $300,000 cash purchase price for the assets set forth at
Exhibit "A" and Brody's projects shown on Exhibit "B" shall be paid to Brody as
follows:
$100,000 in cash or by certified check on the execution of this
agreement, receipt of which is hereby acknowledged;
$50,000 in cash or by certified check at closing hereinafter
provided for and the balance at the rate of $50,000 on or before March 30,
2000, June 30, 2000, and September 30, 2000.
B. The Buyers agree to pay commissions to Brody on each Pall-Sep or
V-Sep unit sold from the projects listed in Exhibit "B" not to exceed a total of
$300,000 over five years from the date of this agreement. The rate of
commission will be 25% of net profit per unit or $6,250 per unit, whichever is
greater. Buyers agree to use their best efforts relative to each Brody project.
3. Granting of Rights.
A. As additional consideration for the receipt of the $300,000
described in paragraph 2.A. above, Brody agrees to grant to Buyers the right to
market and sell V-Sep and Pall-Sep units
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under and pursuant to Brody's OEM Agreements with New Logic International, as
to V-Sep units, and Pall Filtron, Inc., as to Pall-Sep units.
B. Nothing in this agreement shall prohibit Buyers from negotiating
OEM Agreements for themselves directly with New Logic International and/or Pall
Filtron., Inc.
X. Xxxxx agrees to transfer its OEM agreements with New Logic
International and Pall Filtron, Inc. to Buyers when all payments described in
paragraph 2.A. above have been timely paid. The documents of transfer shall be
placed with an escrow agent under mutually agreeably escrow instructions with
the cost thereof to be borne by the Buyers.
X. Xxxxx agrees to not transfer or grant rights under the said OEM
agreements to others so long as Buyers' payments under paragraph 2.A. above are
current.
4. Closing. The closing of the sale transaction shall take place at 00
Xxxxx Xxxxx Xxxx, Xxxx Xxxx Xxxx Xxxx, at 11:00 a.m. on December 31, 1999. At
the closing, Brody shall deliver to the Buyers a) good and sufficient
instruments of transfer and conveyance as, in the option of Buyers, shall be
effective to vest in the Buyers good and marketable title to the assets to be
sold as provided in this agreement, b) transfer and conveyance of Brody's
projects to Buyers and c) written approval by Pall Filtron, Inc. to the transfer
of Brody's OEM Agreement to Buyers. The Buyers shall deliver to Brody a
certified check or bank cashier check for $50,000 and execute and deliver to
Brody an undertaking wherein the
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Buyers shall assume and agree to pay or discharge the Brody's liabilities and
obligations only to the extent provided in paragraph 5 below.
5. Representations and Warranties of Brody. Brody represents and
warrants as follows:
X. Xxxxx'x Authority. The execution and delivery of this agreement
to the Buyers and the sale of assets and granting of rights contemplated hereby
have been authorized by Brody's Board of Directors and Brody has delivered to
Buyers copies of the minutes of the meeting of its Board of Directors at which
such authority was granted, such copies having been certified by the Company's
secretary.
B. Title to Properties. Brody has good and marketable title to all
of the assets set forth on Exhibit "A" attached hereto, subject to no mortgage,
pledge, lien, incumbrance, security interest or charge whatsoever, except the
Pall equipment and the CAD software.
C. Pilot Expenses. All pilot expenses incurred prior to November 1,
1999, shall be reimbursed to Brody by Buyers. Pilot tests conducted are set
forth at Exhibit "C" attached hereto.
D. Reliance. The foregoing representations and warranties are made
by Brody with the knowledge and expectation that the Buyers are placing
complete reliance thereupon.
6. Buyers' Assumption of Liabilities. At the closing, the Buyers shall
execute and deliver to Brody an undertaking wherein
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the Buyers shall assume and agree to pay or discharge the following:
A. The liability owed to Pall Filtron in the sum of $204,000 for
the Pall-Sep units and $2,700 for filter packs.
B. The debt owed to Avatech Solutions of Colorado, Inc. in the sum
of $4,899.36.
7. Security. Brody's security for the receipt of $150,000 to be paid
during the year 2000, see paragraph 2.A., shall be all or such part of the
assets set forth at Exhibit "A" sufficient to cover the unpaid amount.
8. Indemnification. Brody shall indemnify and hold harmless the Buyers
against and in respect of all liabilities and obligations of or claims against
all of the assets set forth in Exhibit "A" except the Pall equipment and the
CAD software.
9. Representations and Warranties of Buyers. Buyers represent and
warrant as follows:
A. Intent to Perform. The execution and delivery of this agreement
constitutes evidence of Buyers' intent to comply with and perform each of their
responsibilities and duties described herein.
B. Back Salaries. Buyers waive any claim against Brody for salaries
due them prior to the date this agreement bears.
10. Benefit. This agreement shall be binding upon an inure to the benefit
of the parties hereto and their legal representatives, successors and assigns,
and this agreement is assignable by the Buyers without the prior written
consent of Brody.
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IN WITNESS WHEREOF the parties have executed this agreement on the day and
year first hereinabove written.
Brody Special Projects Company
Attest:
/s/ XXXXXXXX XXXXXXXX by /s/ XXX XXXXXXXX
---------------------------- ----------------------------------
Secretary Xxx Xxxxxxxx
/s/ XXXXX XXXXXX /s/ XXXX X. XXXXX
---------------------------- -------------------------------------
Xxxxx Xxxxxx Xxxx X. Xxxxx
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1-Pall Industrial Unit
2-Pall Lab Xxxxx
0-XXX xxxxxx X xxxx
0-XXX series P unit
NLI membrane inventory
Wet Chemistry Kit, Meters Probes
Barrel Heating system
Desk Top Computer
Lap Top Computer (2)
Color Printer
Fax/Copier
MS software
Portable Printer
Palm Pilot (2)
Cell Phones (2)
Office Setup
Digital Camera
CAD Software
Misc. office
EXHIBIT "A"
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Company Location Application
------- -------- -----------
BP/Amoco Salt Lake City, Ut. Boiler Feedwater
Compaq Salt Lake City, Ut. Wastewater
Nestle Springville, Ut. Xxxxxxxx water
American Linen Portland, Or. Wastewater
Oil ReRefining Portland, Or. Process Stream
Borg Warner Ithaca, NY Wastewater
Xxxxxxx Purina Denver, Co. Wastewater
Colorado Gold Denver, Co. Wastewater
Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx
Xxxxxxxxx Xxxx Xxxxxxxxx, Xx. Drinking water
G&K Linen Salt Lake City, Ut. Wastewater
Con Agra Fort Xxxxxx, Co. Wastewater
Daisy Brand Denver, Co. Wastewater
Safeway Denver, Co. Wastewater
Tyson Foods Nashville, Tn. Wastewater
Cargil Denver, Co. Wastewater
Xxxxxx Cheese Jerome, Id. Wastewater
Valtron Salt Lake City, Ut. Wastewater
Environmental Eng. Salt Lake City, Ut. Snowbird Project
Frito Lay Salt Lake City, Ut. Wastewater
Camp Dressor XxXxx Los Angeles, Ca. Drinking Water
Commonwealth Salt Lake City. Ut. Africa Project
Dairygold Caldwell, Ut. Wastewater
Pepsi Cleveland, Oh. Wastewater
DFA Fort Xxxxxx, Co. Wastewater
Redi Foods Burley, Id. Wastewater
Leprino Foods Denver, Co. Wastewater
RCAI Provo, Ut. Light Environmental
Lithium Inc. Magna, Ut. Lithium Separation
EXHIBIT "B"
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Company Location Application
------- -------- -----------
Safeway Denver, Co. Wastewater
Dairygold Caldwell, Id. Wastewater
Pepsi Cleveland, Oh. Wastewater
DFA Fort Xxxxxx, Co. Wastewater
Lithium, Inc. Magna, Ut. Lithium Separation
EXHIBIT "C"
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PROMISSORY NOTE
December 30, 1999
The undersigned, jointly and severally, promise to pay to the order of
Brody Special Projects at 00 Xxxxx 000 Xxxx in Salt Lake City, Utah, or at
other places as the holder hereof may designate in writing, the sum of One
hundred fifty thousand Dollars ($150,000.00), payable as follows:
$50,000 on or before March 30, 2000
$50,000 on or before June 30, 2000
$50,000 on or before September 30, 2000
together both before and after judgment on the unpaid balance thereof from date
until paid at the rate of ten per cent (10%) per annum.
This note is secured by the personal property attached hereto as Exhibit
"A".
Prepayment of this note with interest to date of payment may be made at
any time without penalty.
If the holder deemed itself insecure or if default be made in payment of
the whole or any part of any installment at the time when or the place where
the same becomes due and payable as aforesaid, then the entire unpaid balance,
with interest as aforesaid, shall, at the election of the holder hereof and
without notice of said election at once become due and payable. In event of any
such default or acceleration, the undersigned, jointly and severally, agree to
pay to the holder hereof reasonable attorney's fees, legal expenses and lawful
collection costs in addition to all other sums due hereunder.
Presentment, demand, protest, notice of discharge and extension of time
without notice are hereby waived and the undersigned consent to the release of
any security, or any part thereof, with or without substitution.
Address: /s/ XXXXX XXXXXX
00000 Xxxxx Xxxxxxxx Xxxxx --------------------------
Xxxxx, Xxxx Xxxxx Xxxxxx
Address: /s/ XXXX XXXXX
0000 Xxxxxxxx Xxxxx --------------------------
Castlerock, Colorado Xxxx Xxxxx
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XXXX OF SALE
(With Warranties and Corporate Acknowledgment)
KNOW ALL MEN BY THESE PRESENTS:
That Brody Special Projects Company, a Utah corporation, the SELLER, for
and in consideration of Ten DOLLARS ($10.00) in hand paid by Xxxxx Xxxxxx and
Xxxx X. Xxxxx, the BUYERS, the receipt whereof is hereby acknowledged, has
bargained, sold, assigned and transferred, and by these presents does bargain,
sell, assign and transfer unto said BUYERS, in an "as is" condition, that
certain personal property listed in Exhibit "A" attached hereto.
And the SELLER, upon the consideration recited above, warrants ownership
of said property and the right to sell the same, subject to the indebtedness
existing thereupon in the amounts described to BUYERS by SELLER.
IN WITNESS WHEREOF, SELLER, by and through its president, Xxx Xxxxxxxx,
executes this document on this 13th day of December, 1999.
Brody Special Projects Company
Attest:
by /s/ [Signature Illegible] by /s/ Xxx Xxxxxxxx
---------------------------- -----------------------------------
Assistant Secretary President
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STATE OF UTAH )
) ss
COUNTY OF SALT LAKE )
On the 13th day of December, 1999, personally appeared before me Xxx
Xxxxxxxx and Xxxx Xxxxx who being duly sworn did say that Xxx Xxxxxxxx is the
president of Brody Special Projects Company and that the foregoing xxxx of sale
was signed on behalf of said corporation by authority of a resolution of its
Board of Directors and said Xxx Xxxxxxxx and Xxxx Xxxxx each duly acknowledged
to me that said corporation executed the same.
[SEAL] /s/ XXXXX X. XXXXXXX
---------------------------------------
Notary Public
Residing in Salt Lake County
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1-Pall Industrial Unit
2-Pall Lab Units
1-NLI series L unit
1 NLI series P unit
NLI membrane inventory
Wet Chemistry Kit, Meters Probes
Barrel Heating system
Desk Top Computer
Lap Top Computer(2)
Color Printer
Fax/Copier
MS software
Portable Printer
Palm Pilot(2)
Cell Phones(2)
Office Setup
Digital Camera
CAD Software
Misc. office
EXHIBIT "A"
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Equipment Not Paid For by BSPC but assumed by Buyer.
Item Serial Number Description
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Amount
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1. Pall Unit PS10-98 Test Unit, Pump, Tank $ 30,000
2. Pall Unit PF139 Test unit only $ 14,000
3. Pall Unit VM1749910 Industrial Unit, no stack $160,000
4. Auto Cad 2000 CAD Software $ 4,900
5. NLI Membrane na Stack DS-5DL $ 1,997
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Total $210,897
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