EXHIBIT 10.5
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AMENDMENT NO. 1
TO
LICENSE AGREEMENT
THIS AMENDMENT NO. 1 TO LICENSE AGREEMENT, effective as of June 27, 2003
(this "Amendment"), is made by and between HomeCom Communications, Inc., a
Delaware corporation (the "HomeCom"), and Eurotech, Ltd., a District of Columbia
corporation ( "Eurotech").
WHEREAS, HomeCom and Eurotech wish to amend that certain License Agreement,
dated as of May 22, 2003, by and among HomeCom and Eurotech (the "Agreement")
upon the terms and subject to the conditions set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements set forth in this
Amendment, the parties hereto agree as follows:
1. Defined Terms; Definitions. Capitalized terms that are used but not
defined in this Amendment shall have the meanings ascribed to such terms in the
Agreement.
2. Effective Time of Amendment. This Amendment and the terms and provisions
hereof shall be effective as of the Effective Date.
3. Amendment to Section 1.11. Section 1.11 of the Agreement is hereby
amended by deleting clause (ii) of Section 1.11 and replacing such clause (ii)
with the following clause (ii):
"(ii) claimed, covered or disclosed in any Patent, trademark, copyright
or application relating to the technologies and/or products described on
Exhibit B, including, without limitation, the Patents, trademarks,
copyrights and applications identified on Exhibit A."
4. Amendment to Section 8.4. Section 8.4 of the Agreement is hereby amended
by deleting Subsection 8.4(a) and replacing Subsection 8.4(a) with the following
language:
"(a) Intentionally omitted."
5. Amendment to Exhibit B. Exhibit B of the Agreement is hereby amended by
deleting Exhibit B and replacing Exhibit B with the Exhibit B that is attached
to this Amendment.
6. Binding Effect. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their heirs, executors, administrators,
successors and permitted assigns. The Agreement, as amended by this Amendment,
shall remain in full force and effect following the effectiveness of this
Amendment in accordance with Section 2 hereof.
7. Restatement of Agreement. The terms and provisions of this Amendment may
be incorporated into an amended and restated version of the Agreement that
restates, but does not further amend, the Agreement as amended by this
Amendment.
8. Counterparts. This Amendment may be executed simultaneously in two or
more counterparts, any one of which need not contain the signatures of more than
one party, but all of such counterparts taken together shall constitute one and
the same Amendment.
9. Governing Law. This Amendment shall be deemed to be made in, and in all
respects shall be interpreted, construed and governed by and in accordance with,
New York law without regard to the conflict of law principles thereof, except
that matters related to the corporate governance of HomeCom shall be governed by
Delaware law.
[signature pages follow]
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amendment as of the date first written above.
HOMECOM:
HOMECOM COMMUNICATIONS, INC.
By: /s/ Xxxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
EUROTECH:
EUROTECH, LTD.
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
Title: President and CEO
EXHIBIT B
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Please see following page.
1. EKOR
a. Description. EKOR is a family of non-toxic advanced composite polymer
materials that provides for effective and unique means of containment of nuclear
and hazardous materials and prevents radioactive contaminants from spreading.
EKOR is available as a coating or sealing agent with varying viscosity and as
flexible or rigid foam. EKOR is a highly radiation and corrosion-resistant
material. It has been engineered for use in a wide variety of applications in
low to high level radiation and other environmentally challenging settings in
which other known encapsulants are not performing with the same efficacy. EKOR
applications range from in-situ stabilization, containment and encapsulation to
transportation and final storage and disposal. EKOR can also assist in resolving
the special challenges faced by operating reactors in nuclear power plants and
research facilities, uranium/thorium and other mining venues, nuclear medicine
and the chemical industry. EKOR products and services have been developed under
a Quality Assurance Plan that meets the requirements of NQA-1. Each formulation
has completed or is in the process of completing performance testing conducted
by certified independent laboratories.
b. Products/Applications. EKOR is manufactured as EKOR Sealer, Sealer Plus
(spray), Grout, Matrix and with a Foam product under development.
c. Further descripition attached.
2. EMR/AC
a. Description. Electromagnetic Radiography ("EMR") and Acoustic Core
("AC") provide integrated remote sensing capabilities that produce 3D images of
subsurface contaminants with a high degree of discrimination and precision. They
offer large area coverage at high resolution and are significantly more cost
effective than monitoring methods currently used for environmental assessments.
EMR is a non-intrusive sensing technology suitable for land and marine
applications. This technology is capable of detecting contaminants in
concentrations as low as upper parts per billion to lower parts per million. It
utilizes a proprietary electromagnetic signature analysis process to
differentiate and classify the unique electromagnetic signature of subsurface
contaminants. The AC and EMR technologies provide integrated remote sensing
capabilities. These technologies produce 3D images of subsurface features. The
AC technology utilizes a proprietary acoustic signature analysis process to
differentiate and classify the unique acoustic signatures of marine subsurface
contaminants.
b. Products/Applications. Idaho National Engineering and Environmental
Laboratory and Oak Ridge National Laboratory have utilized EMR to detect and
characterize subsurface mercury and diesel fuel. The AC technology has
demonstrated applications in marine environmental assessment, including
detections of polychlorinated biphenyls. The Environmental Protection Agency and
US Army Corps of Engineers have used prototype equipment to detect
polychlorinated biphenyls in the Great Lakes. Eurotech is developing these
technologies in the nuclear remediation, marine dredging and oil exploration
markets.
c. Further descripition attached.
3. Hybrid Nonisocyanate Polyurethane ("HNIPU")
a. Description. HNIPU is a technology intended to improve upon conventional
monolithic polyurethanes, which have good mechanical properties, but are porous,
with poor hydrolytic stability and moderate permeability. In addition,
conventional polyurethanes require highly toxic components in their manufacture,
such as isocyanates, rendering production extremely toxic and dangerous and
HNIPU is not using such toxic components. HNIPU is a proven non-toxic process of
making polyurethane by modifying the structure of the urethane polymer while
staying in the same price range. This results in increased hydrolytic stability
and improvement of other properties. HNIPU is modified polyurethane with lower
permeability, increased chemical resistance properties and material synthesis
that has superior environmental characteristics to conventional polyurethanes.
Conventional polyurethanes have unstable bonds that are easily hydrolyzed making
the material very vulnerable to environmental degradation. An intramolecular
hydrogen bond is formed during HNIPU synthesis that improves hydrolytic
stability above conventional polyurethanes. Materials that contain
intramolecular hydrogen bonds display chemical resistance 1.5 to 2 times greater
than materials of similar chemical structure without such bonds. HNIPUs exhibit
resistance properties to chemical degradation 30-50 percent better over
conventional polyurethanes and have significantly reduced permeability of three
to four times less. HNIPUs form into a material with practically no pores and
therefore, do not absorb moisture on the surface or in fillers during formation.
b. Products/Applications. Certain versions of Epoxy HNIPU are finished and
Acrylic HNIPU and HNIPU Foam are under development.
c. Further descripition attached.
4. Rad-X.
a. Description attached.
5. Firesil
a. Description attached.
6. LEM
a. Description attached.
7. Rapidly Biodegradable Hydrophobic Material (RBHM)
a. Description attached.
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HNIPU
Summary/Applications/Properties/MSDS/Brochure
Summary
Conventional monolithic polyurethanes have good mechanical properties;
however, they are porous, with poor hydrolytic stability and moderate
permeability. In addition, conventional polyurethanes require highly
toxic components in their manufacture, such as isocyanates, rendering
production extremely toxic and dangerous. The limitations and dangers of
conventional polyurethanes raise the need for modified materials and
processes.
By modifying the structure of the urethane polymer, a promising new
method for increasing hydrolytic stability resulted in hybrid
nonisocyanate polyurethane (HNIPU). HNIPU is modified polyurethane with
lower permeability, increased chemical resistance properties and
material synthesis that has superior environmental characteristics to
conventional polyurethanes.
Conventional polyurethanes have unstable bonds that are easily
hydrolyzed making the material very vulnerable to environmental
degradation. An intramolecular hydrogen bond is formed during NIPU
synthesis that improves hydrolytic stability well above that of
conventional polyurethanes. Materials that contain intramolecular
hydrogen bonds display chemical resistance 1.5 to 2 times greater than
materials of similar chemical structure without such bonds.
HNIPUs exhibit superior resistance properties to chemical degradation:
30-50 percent better over conventional polyurethanes and have
significantly reduced permeability: three to four times less. Unlike
conventional polyurethanes - with a porous structure - NIPUs form into a
material with practically no pores. Therefore, they do not absorb
moisture on the surface or in fillers during formation.
Synthesis of HNIPU is safe and easy. HNIPU hardens at ambient
temperatures without the using toxic components in the synthesis
========================================================================
RAD-X
Summary/Applications/Properties/Product Comparison/MSDS/Brochure
[GRAPHIC OMITTED]
Summary
Rad-X(TM) is a water-based compound engineered to fix radioactive or
hazardous contaminants to a variety of surfaces. Its properties include
excellent thermal stability, superior fire-resistance, and good adhesion
to practically every material of construction, even if wet or dirty.
Rad-X does not peel back during dismantlement processes, such as
shearing, mechanical cutting or even torch cutting.
Rad-X also functions as an intumescent coating that swells to form an
insulating layer when exposed to open flame or high temperatures. This
layer binds contamination and minimizes potential airborne contamination
during any fire event.
Additionally, Rad-X reduces heat-transfer and provides extended
protection for flammable or temperature-sensitive substrate materials.
This results in increased fire-retardant properties that enhance
workplace safety by providing an added resistance to flame/smoke spread
and extended evacuation times for controlled areas requiring full dress
out.
Rad-X is non-toxic, does not contain volatile organics or hazardous
solvents, and has no explosive hazard for confined space use.
================================================================================
FIRESIL
Summary/Properties/ASB-MSDS/EXT-MSDS/Brochure
Summary
Firesil(TM) is an organo-mineral fire-protecting coating for wood and other
materials. Firesil has good adhesion properties to hydrophilic and hydrophobic
surfaces, excellent fire-resistance and thermostability, and good
water-resistance.
Under exposure to fire, the Firesil coating swells to form a layer that reduces
heat-transfer and prevents wood from igniting and insulates metal surfaces
Firesil does not contain greenhouse-gasses, volatile organic chemicals, or
hazardous solvents.
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LEM
Summary/Applications/Properties/Brochure
Summary
Liquid Ebonite Mixtures (LEM) are protective lining products that function
superiorly relative to rubber products that they replace. Liquid Ebonite
Mixtures are a cost-effective and functional solution for rubber-coating
applications. Conventional rubber coatings of polychloropropene (Neoprene),
polysulfide (Thiokol), polyurethane and other rubber materials lack the ability
to provide reliable protection over extended periods of time. In addition, these
coatings require adhesive substrates commonly considered unsafe due to the
organic solvents present in the compounds.
With value-added design and engineering flexibility, LEM have the ability to
effectively cover hard to reach places, successfully coating the complex
surfaces of such areas as the mesh of sieves otherwise considered impossible to
coat with conventional rubber sheets. With increased chemical resistance, LEM
maintain material integrity by assuring long-term durability and effective
corrosion protection. In addition to high performance properties, material
production of LEM meet environmental safety standards further elevating LEM as
advanced products that outperform conventional rubber coatings and coverings.
LEM offer cost-benefit factors based on anticorrosion reliability and
application functionality that satisfy the demands of the high-performance
coating industry.
RADEMATE Ltd developed cellulose-based a rapid biodegradable hydrophobic
material (RBHM). RBHM is a new, hydrophobic, strong, cheap and completely
biodegradable composite material that is environmentally friendly. RBHM has
shown great promise in improving the properties of both paper and plastics
packaging materials. Due to its biodegradable nature, Rapid Biodegradable
Hydrophobic Material is ideal to be applied for the disposable loose fill bags
and packages. The material can be used as a commodity in trade, industry and
agriculture for a wide range of applications.
To date, most attempts to produce biodegradable products for consumers focused
on developing plastics that could biodegrade. RBHM approaches biodegradable
products from the other direction - making cellulose-based material with the
same physical properties as plastic, except the material biodegrades completely
in the same time as regular paper bags.
Summary
NETS's premier product line is EKOR(TM), a family of advanced materials for
nuclear and hazardous waste containment. EKOR(TM) is an advanced silicone
polymer composite that is the most effective means of preventing radioactive
contaminants from spreading.
EKOR(TM) is available as a coating or sealing agent with varying viscosity and
as flexible or rigid foam. EKOR(TM) properties are easily customized to meet
customer requirements and constraints.
EKOR(TM) is a highly radiation and corrosion-resistant material. It has been
engineered for use in a wide variety of applications in low to high level
radiation and other environmentally challenging settings. EKOR(TM) applications
range from in-situ stabilization, D & D, containment and encapsulation to
transportation and final storage and disposal. EKOR(TM) can also assist in
resolving the special challenges faced by operating reactors in nuclear power
plants and research facilities, uranium/thorium and other mining venues,
nuclear medicine and the chemical industry.
NETS also provides the services necessary for the successful application of
EKOR(TM), including application equipment, project management, engineering
support and training.
EKOR(TM) products and services have been developed under a Quality Assurance
Plan that meets the requirements of NQA-1. Each formulation has completed or is
in the process of completing performance testing conducted by certified
independent laboratories.
================================================================================
SUMMARY
Electromagnetic Radiography
Summary/Application
Summary
Electromagnetic Radiography(TM) (EMR) and Acoustic Core(TM) (AC) provide
integrated remote sensing capabilities. These technologies produce 3D images of
subsurface contaminants with a high degree of discrimination and precision .
They offer large area coverage at high resolution and are significantly more
cost effective than monitoring methods currently used for environmental
assessments.
================================================================================
Electromagnetic Radiography
Summary/Application
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
Summary 2D Sub-Surface ace Plume Cross-Section
3D Sub-Syrface Plume
EMR is a non-intrusive sensing technology suitable for land and marine
applications. For example, potentially contaminated Department of Energy (DOE)
sites such as the Hanford nuclear site can utilize EMR to detect and
characterize subsurface plumes of organic and inorganic constituents. Idaho
National Engineering and Environmental Laboratory (INEEL) and Oak Ridge National
Laboratory (ORNL) have utilized EMR to detect and characterize subsurface
mercury and diesel fuel.
This technology is capable of detecting contaminants in concentration fuel. as
low as upper parts per billion to lower parts per million. It utilizes a
proprietary electromagnetic signature analysis process to differentiate and
classify the unique electromagnetic signature of subsurface contaminants.
Summary
The Acoustic Core(TM) (AC) and Electromagnetic Radiography(TM) (EMR)
technologies provide integrated remote sensing capabilities. These technologies
produce 3D images of subsurface contaminants with a high degree of
discrimination and precision. They offer the potential to develop remote sensing
products that can provide large area coverage at high resolution and which are
significantly more cost effective than current monitoring methods used for
environmental assessments.
AC technology has demonstrated applications in marine environmental assments.
The Environmental Protection Agency (EPA) and US Army Corps of Engineers
(USACOE) have used prototype equipment to detect polyclorinated (PCBs) in the
Great Lakes. The technology utilizes a proprietary acoustic signature analysis
process to differentiate and classify the unique acoustic signatures of marine
subsurface contaminants. With the combination of EMR and AC, Eurotech should be
able to develop remote sensing products that detect and characterize
contaminants that have migrated from land to water in environmental assessment
projects.
After almost a decade of intensive laboratory and field research, AC technology
is poised to enter the security marketplace to fill high-priority Homeland
Security needs. AC has unique primary screening capabilities that are suitable
for the development of remote screening products for many security applications.
Because AC technology can utilize the unique and independent acoustic signatures
of illicit materials, products can be developed and programmed to detect a large
array of harmful substances, including explosive, bio-hazardous and radioactive
compounds.
The technology appears capable of supporting the development of a variety of new
products for computerized automatic screening of containers, vehicles and humans
for a broad range of illicit material at high rates of speed and with low rates
of false alarms. It uses low-frequency acoustic energy that is safe for human
exposure and is ideal for screening large volumes of containers or humans
quickly and accurately.
AC appears capable of automatically screening large containers while they are in
motion. A proposed configuration of the equipment would permit screening of
these containers while they are being transported by cranes, trucks, or
railcars. Primary screening of containers in this manner can allow segregation
of suspicious containers for secondary by a handheld versions of the remote
sensing products. Future AC products should be usable in conjunction with
current secondary screening methods to provide fully integrated inspection and
screening systems.
The AC technology can be utilized to develop products that can automatically
screen luggage for plastic explosives by retrofitting AC technology based
sensors into existing carry-on luggage inspection systems. The technology is
very flexible and can be used to safely screen humans for explosives when
incorporated into existing entry portal systems such as metal detectors,
eliminating the need to these systems. Additionally, AC technology based
products can be developed that can be installed in the floor space of airline
passenger entry portals to detect explosives in footwear.
