Exhibit 10.01
AGREEMENT
WHEREAS, Apptech, Inc., an Illinois Corporation, ("Apptech") is desirous of
providing technology and services to a company engaged in the melt blown fiber
industry whereby Apptech can share in the growth of the company based on the
merit of its efforts, and
WHEREAS, RFI Recycled Fiber Industries, Inc., a Florida corporation ("RFI")
is about to embark in the production and sale of melt blown fiber products based
on certain technology which was developed by Apptech, and
WHEREAS, RFI is desirous of engaging Apptech to provide additional
technology and developmental efforts toward the goal of manufacturing and
selling unique products in the meltblown fiber industry manufactured from
recycled thermoplastic feed stocks, and
WHEREAS, RFI is desirous of hiring Apptech to develop and manufacture such
unique melt blown products and is willing to allow Apptech to share in the
growth of RFI based on the success of Apptech's efforts,
NOW THEREFORE, in consideration of the herein stated covenants and
promises, Apptech and RFI do hereby agree and contract as follows:
APPTECH ACKNOWLEDGMENT OF CONVEYANCE
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Apptech does hereby acknowledge that all of the Fiber Technology it
possesses or will ever possess in the future was conveyed to Embrace Systems
Corporation and then sold, pursuant to auction, to Bridgeloan Associates, Inc.,
a Michigan corporation. For purposes of this Agreement, Fiber Technology shall
mean all present and future process, know how and technology conceived,
developed, acquired, owned, created and/or utilized by Apptech and/or Xxxxx
Xxxxxxx and/or Xxxxxx Xxxxx related to the processes utilized in the manufacture
and fabrication of webs and fibers having application for use as thermal and/or
acoustical insulation and other consumer and industrial products and equipment
and the manufacture thereof suitable for the production of meltblown fibers and
webs. The Fiber Technology includes, but is not limited to, all licenses,
licensing agreements, contract rights, patents, patent applications pending,
ideas and concepts, assignments, equipment and processes utilized in or related
to the foregoing; known how, processes and technology. The Fiber Technology also
includes all additions, improvements, enhancements, future know how, processes
and technology developed from any of the foregoing know how, processes and
technologies.
APPTECH DUTIES
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1. Upon the execution of this Agreement by both parties, Apptech shall
engage in the acquisition, erection and start-up of storage, conveying,
meltblown fiber production, handling and fabricating equipment employing the
Fiber Technology and suitable to produce approximately 550 lb./hr of meltblown
products which RFI will attempt to sell to potential customers.
2. Subsequent to the activities listed in par. I) hereof, Apptech shall
oversee all equipment acquisition, erection and implementation, feed stock
acquisition and meltblown products manufacturing and development activities for
RFI utilizing the Fiber Technology.
3. Apptech shall assist RFI in the development and prosection of patent
and other intellectual property protection rights concerning the Fiber
Technology as directed by RFI.
3. All Apptech duties enumerated herein shall be discharged by Xxxxxx
Xxxxx ("Xxxxx") and Xxxxx Xxxxxxx ("Xxxxxxx") who through Apptech shall provide
full time service to RFI to complete the tasks described herein and such other
work as shall be required by RFI from time to time for a minimum of one year and
thereafter as required by RFI subject to a mutually agreeable compensation
arrangement.
4. All Apptech activities required hereunder shall be provided as
directed and under the supervision of RFI.
5. Apptech shall deliver to RFI an Acknowledgment, Non Competition and
Non Disclosure Agreement executed by Xxxxx and Xxxxxxx in form of Exhibit A
hereto.
6. Apptech shall provide RFI and keep in force and effect a certificate
of insurance demonstrating workmen's compensation coverage on Xxxxx and Xxxxxxx
for all time that either or both is providing service to RFI pursuant to this
Agreement.
RFI DUTIES
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1. RFI shall pay Apptech $ 23,220 per month for the performance of its
duties pursuant to this Agreement, first two monthly payments to be provided in
the beginning of the monthly period and thereafter in arrears.
2. RFI shall convey to Apptech 220,0000 shares of its common stock and
166,000 warrants for the purchase of its common stock of each Series "B", "C",
"D", "E" and "F" upon the execution of this Agreement.
Executed this 3 day of August, 1995.
Apptech, Inc.
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
RFI Recycled Fiber Industries, Inc.
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
ACKNOWLEDGMENT, NON-DISCLOSURE AND NON COMPETITION AGREEMENT
Exhibit A
WHEREAS, Apptech Inc, an Illinois corporation, ("Apptech") is desirous of
entering into an agreement with RFI Recycled Fiber Industries, Inc., a Florida
corporation, ("RFI") to provide services to RFI in exchange for RFI stock,
warrants and cash, a copy of which is attached hereto, ("AGREEMENT"), and
WHEREAS, RFI will enter into the AGREEMENT with Apptech only if it has
adequate protection that:
(a) Xxxxx Xxxxxxx and Xxxxxx Xxxxx will acknowledge that the Fiber
Technology, as described in the AGREEMENT, ("FIBER TECHNOLOGY") was sold to
Bridgeloan Associates, Inc., a Michigan corporation, ("BLA") pursuant to order
of the US Bankruptcy Court for the Western District of Michigan dated July 10,
1995, and
(b) the FIBER Technology will not be disclosed or taught to any other
person or party by either Xxxxx Xxxxxxx and/or Xxxxxx Xxxxx except with RFI's
explicit written authorization, and
(c) while Xxxxx Xxxxxxx and/or Xxxxxx Xxxxx are employed by Apptech or
providing services to RFI, neither nor both will engage in melt blown fiber
business, including but not limited to the manufacture, sale or distribution of
melt blown fibers, products or webs or equipment suitable for the manufacture
thereof, either directly or indirectly, except for the benefit of RFI and
pursuant to the terms of the AGREEMENT, and
(d) if Xxxxx Xxxxxxx and/or Xxxxxx Xxxxx leave the employ of Apptech or
cease to provide services to RFI pursuant to the AGREEMENT, Xxxxx Xxxxxxx,
and/or Xxxxxx Xxxxx will not engage in the melt blown fiber business, including
but not limited to the manufacture, sale or distribution of melt blown fibers,
products or webs or equipment suitable for the manufacture thereof, either
directly or indirectly, for a period of 24 months from the latter of the two
events, and
WHEREAS, Xxxxx Xxxxxxx and Xxxxxx Xxxxx desires to see the AGREEMENT
executed,
NOW, THEREFORE, as an inducement to cause RFI to enter into the AGREEMENT
with Apptech, Xxxxx Xxxxxxx and Xxxxxx Xxxxx agree and acknowledge as follows:
I. Xxxxx Xxxxxxx and Xxxxxx Xxxxx hereby acknowledge that that the FIBER
TECHNOLOGY was sold to BLA pursuant to order of the US Banckruptcy Court for the
Western District of Michigan, dated July 10, 1995.
2. While in the employ of Apptech or the service of RFI, Xxxxx Xxxxxxx
and/or Xxxxxx Xxxxx will not disclose or teach, either directly or indirectly,
the FIBER TECHNOLOGY or any part thereof, to any other person or party except if
he receives explicit written authorization from RFI.
3. While in the employ of Apptech or the service of RFI, Xxxxx Xxxxxxx
and/or Xxxxxx Xxxxx will not engage in the meltblown fiber business, including
but not limited to the manufacture, sale or distribution of melt blown fibers,
products or webs or equipment suitable for the manufacture thereof, either
directly or indirectly, except for the benefit of RFI and pursuant to the terms
of the AGREEMENT.
4. For a period of 24 months after either leaves the employment of Apptech
and the service of RFI, Xxxxx Xxxxxxx and/or Xxxxxx Xxxxx will not engage in the
meltblown fiber business, including but not limited to the manufacture, sale or
distribution of melt blown fibers, products or webs or equipment suitable for
the manufacture thereof, either directly or indirectly, without the explicit
written authorization of RFI.
Executed this 3 day of August, 1995.
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/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
