Exhibit 10.0
EXCLUSIVE PATENT AND RELATED TECHNOLOGY LICENSE AGREEMENT
THIS EXCLUSIVE PATENT AND RELATED TECHNOLOGY LICENSE AGREEMENT
("Agreement") is made as of February 1, 2002 by and between Datamarine
International, Inc., a Washington corporation (together with all of its
subsidiaries, hereinafter "Licensor"), with its principle place of business
located at 0000 000xx Xxxxxx, X.X., Xxxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 and
BIZCOM U.S.A., INC., a Florida corporation (hereinafter "Licensee"), with its
principle place of business located at 0000 XX 00xx Xxxxxx, Xxxxx 000, Xxxx
Xxxxxxxxxx, Xxxxxxx 00000 (the signatories to this Agreement being referred to
individually as a "Party" hereto and collectively as "Parties" hereto.
W I T N E S S E T H:
WHEREAS, Licensor owns certain Technology (as hereinafter defined)
which is covered by Licensor's Patent Rights (also as hereinafter defined); and
WHEREAS, Licensor is desirous that the Technology be utilized and
further developed and is therefore willing to grant an exclusive territorial
license and right thereto to Licensee for all of the Technology to which the
Licensor has right, title and interest; and
WHEREAS, Licensee desires to obtain certain exclusive rights from the
Licensor for the commercial development, use, license and /or sale of the
Technology; and
WHEREAS, Licensee will receive know-how relating to the Technology from
the Licensor, including but not limited to access to the Licensor;
NOW, THEREFORE, for and in consideration of the covenants, conditions
and undertakings hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which is acknowledged by the
parties hereto, the Licensor and Licensee agree as follows:
SECTION 1
DEFINITIONS
1.1 "Technology" as used herein means all technical and economic information,
know-how and data relating to all of the Licensor's current and currently
planned land mobile radio products, all related and /or ancillary products, all
Improvements and Related Technology and Components..
1.2 "Licensor's Patent Rights" as used herein means rights in all proposed
patent applications, pending patent applications, issued patents in the United
States and any foreign country, any claim of which covers any portion of the
Technology, without limitation, as well as any continuation, divisional,
renewal, reissue, reexamination and extension of any such applications or
patents, and any corresponding foreign patents and applications.
1.3 "Territories" as used herein means the United States and its territorial
possessions, Canada and otherwise worldwide.
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1.4 "Licensed Products" as used herein means any product, apparatus, kit or
component part thereof, or process or method of operation or other subject
matter whose manufacture, use or sale is covered by any claim or claims included
with Licensor's Patent Rights, as such term is defined above.
1.5 "Improvements" as used herein means each and every modification relating to
the Licensed Products acquired by Licensor with the right to transfer or
license.
1.6 "Affiliate" as used herein means any legal entity or corporation of which
Licensee now or may later directly or indirectly control or own.
1.7 "Related Technology and Components" as used herein means all CAD drawings of
circuit board layouts, manufacturing assembly instructions, test procedures,
bills of material, lists of approved vendors, location of unique dies and tools,
engineering test criteria for the ESP-604, ESP -1000, ESP-1100 and LTR-Net
product families (to the extent assignable), full documenta- tion for the
electronics portion of the ESP -700 family, all software operating systems and
machine codes for the products recited above, all copyrights thereto and to the
Technology and exclusive use by Licensee of trademarks (for land mobile radio
use) and copyrights related to the manufacture of Licensed Products.
SECTION 2
GRANT
2.1 Subject to the terms and conditions set forth in this Agreement, Licensor
hereby grants to Licensee an exclusive license and right, in the Territories to
make or have made, use and sell or have sold Licensed Products in the
Territories. In addition, subject to the terms and conditions set forth in this
Agreement, Licensor hereby grants to Licensee an exclusive license and right, in
the Territories, with the sole and exclusive right, in prior consultation with
the Licensor, but in Licensee's sole discretion, to sublicense to one other
person or entity during the Term (as defined in Section 5 hereof), or from time
to time during the Term if any such sublicense is for less than the Term, on
such terms and conditions as the Licensee may, in its sole discretion, agree,
subject to Section 3 hereof, under Licensor's Patent Rights and Technology to
make or have made, use and sell or have sold Licensed Products in the
Territories.
2.2 Except as otherwise provided for herein, the license and right granted in
Paragraph 2.1 above shall be exclusive from the date first set forth above until
the last of Licensor's Patent Rights expire or for the Term, whichever is
earlier.
SECTION 3
SUBLICENSES
3.1 Subject to the terms of Section 2 hereof, Licensor also grants to Licensee
the right to issue sublicenses to third parties to make, to have made, to use
and to sell Licensed Products and the Technology in the Territories, provided
that Licensee has current exclusive rights thereto under this Agreement in the
Territories and during the period being sublicensed. Sublicenses shall
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include all of the rights and obligations due to the Licensor that are contained
in this Agreement to the extent applicable.
3.2 Should this Agreement be terminated by its terms, such termination shall
automatically operate as an assignment by Licensee to Licensor of all of
Licensee's right, title and interest in and to each sublicense granted by
Licensee hereunder prior to the effective date of such termination, unless upon
notification of such termination the sublicensee shall elect to terminate the
sublicense. Nothing contained herein, including termination, shall impair the
rights of any sublicensee who is not in default of the terms and conditions of
this Agreement, where applicable, to maintain such sublicense upon the same
terms and conditions as established between Licensee and sublicensee, at the
option of such sublicensee.
SECTION 4
PAYMENTS BY LICENSEE TO LICENSOR
4.1 It is acknowledged by the Parties' signatures hereto that Licensee has
previously paid Licensor $50,000 in connection with the Parties' mutual
intention to enter into this Agreement.
4.2 Concurrent with the execution of this Agreement by Licensor and Licensee,
Licensee shall pay Licensor an additional $50,000.
4.3 Promptly following execution of this Agreement, in consultation with
Licensor, Licensee shall pursue entering into a sub-license agreement within 30
days from the date first set forth above with a third party on terms and
conditions satisfactory to Licensee in its sole discretion to make, use and sell
the Licensed Products. It is contemplated that such sub-license agreement, if
consummated, will, among other things, provide for certain exclusive
manufacturing rights to Licensor and payments to be made to Licensor in
connection therewith. If such sub-license agreement is consummated within such
time period, Licensee shall within 30 days from the date first set forth above
pay Licensor an additional $55,000 and, in lieu of any additional payments by
Licensee to Licensor hereunder, Licensee shall, without anything further, be
deemed to and shall assume from Licensor a past due and existing $416,000
obligation of Licensor to two entities for radio equipment previously ordered by
such entities from Licensor.
4.4 In the event Licensee does not for whatever reason(s) enter into the
above-contemplated sub- license agreement within 30 days of the date first set
forth above, in lieu of Licensee paying such additional $55,000 payment and
assuming such past due and existing $416,000 obligation, Licensee shall make the
following additional payments to Licensor: $100,000 payable on the 30th day
following the date first set forth above; $100,000 payable 30 days after such
initial $100,000 payment; $70,000 payable 30 days after such second $100,0000
payment; $70,000 payable 30 days after such initial $70,000 payment; $70,000
payable 30 days after such second $70,000 payment; and $59,000 payable 30 days
after such third $70,000 payment. The Related Technology and Components shall
remain on the premises of Licensor's Washington State facility and be
appropriately segregated and safeguarded by Licensor for the benefit of the
Licensee.
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4.5 It is acknowledged by Licensor and Licensee that Licensor is near completion
of 375 ESP- 604 specialized mobile radio products (the "Radios"); Licensor and
Licensee agree that promptly following execution of this Agreement by Licensor
and Licensee, Licensor shall promptly advise Licensee of Licensor's actual cost
of components needed by Licensor to complete assembly of such Radios as finished
goods fit for their intended commercial use and Licensor's actual cost of
assembly thereof. Licensee shall then promptly remit such funds to Licensor and
Licensor shall then promptly complete the assembly of such Radios and deliver
same to Licensee at a cost of $250.00 cash per Radio less the cash paid by
Licensee to Licensor under this Section 4.5.
4.6 Within 12 months following the delivery of all of the Radios by Licensor to
Licensee pursuant to Section 4.5 above, Licensee shall issue to Licensor a
warrant to purchase 300,000 shares of the Licensee's restricted common stock
exercisable for a period of 3 years from the time of issuance at a cost of $1.50
per share, subject to customary adjustments. Licensor represents that it is
currently and at the time of issuance of the warrant will be, unless it notifies
Licensee in writing to the contrary, an accredited investor, as such term is
defined under the Securities Act of 1933, as amended.
SECTION 5
TERM OF THE AGREEMENT
5.1 This Agreement shall be binding upon the Parties upon their respective
execution hereof and be effective and remain in full force and effect until the
later of the last to expire patent under this Agreement, 24 months from the date
first set forth above, or unless otherwise terminated in accordance with the
terms of this Agreement (the "Term").
SECTION 6
TERMINATION BY LICENSOR
6.1 In the event Licensee violates or fails to perform any material covenant,
condition, or undertaking of this Agreement, including failure to timely make
each payment required by Paragraph 4.3 or 4.4 above, not otherwise fully cured
within 15 days following the date of such event and Licensee's actual receipt of
written notice from Licensor alleging such violation or failure of performance
sent pursuant to the notice provisions hereof (each a "Default"), the Licensor
shall have the right to terminate this Agreement and the license herein granted
by providing written notice thereof to Licensee. Upon delivery of such notice of
termination to Licensee, this Agreement shall automatically terminate. Such
termination shall not relieve Licensee of its obligation to pay license fee
payments due or owing at the time of such termination.
SECTION 7
TERMINATION BY LICENSEE
7.1 Licensee shall have the right to terminate this Agreement or the license
granted herein, in whole or as to any specified patent or any claim or such
patent, at any time and from time to time by giving written notice in writing to
Licensor. Such termination shall be effective 10 days from
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the date of delivery of such notice as defined in Section 17 hereof ("Notices")
and all of the Licensee's rights associated therewith shall cease as of that
date.
7.2 Any termination pursuant to Paragraph 7.1 above shall not relieve Licensee
of any obligation or liability accrued hereunder prior to such termination, or
rescind or give rise to any right to rescind anything done by Licensee or any
payments made or other consideration given to Licensor hereunder prior to the
time such termination becomes effective, and such termination shall not affect
in any manner any rights of Licensor arising under this Agreement prior to such
termination.
SECTION 8
DISPOSITION OF LICENSED PRODUCTS ON HAND UPON TERMINATION
8.1 Upon termination of this Agreement by Licensor pursuant to Paragraph 6.1 or
by Licensee pursuant to Paragraph 7.1, Licensee shall provide Licensor with a
written list of all orders for Licensed Products by Licensee or sublicensees of
Licensee. Licensee shall assign all royalties, if any, thereon to Licensor and
promptly provide Licensor appropriate information concerning such sublicensees
(including name, address, sublicensee agreement terms, fee payment schedule).
SECTION 9
PATENT PROSECUTION AND MAINTENANCE
9.1 Licensee shall at its expense diligently prosecute and maintain the United
States patents and patent applications of Licensor's Patent Rights using counsel
of its choice and after consultation with Licensor. Licensor shall provide
Licensee with copies of all relevant documentation so that Licensee may prepare
and prosecute such patent rights. Licensee shall keep Licensor reasonably
informed and apprized of the continuing prosecution of these patents and
Licensor agrees to keep this documentation confidential.
9.2 Licensee shall use its best efforts to amend any patent application to
include claims reasonably requested by Licensor and required to protect the
License Products and methods covered by the Licensed Products of this Agreement.
9.3 The preparation, filing and prosecuting of all foreign patent applications
filed at Licensee's request, as well as the maintenance of all resulting
patents, shall be at the sole expense of Licensee. Such patents shall be held in
the name of Licensor and shall be obtained using counsel mutually acceptable to
the Parties. Licensee shall pay such expenses within forty five (45) days after
receipt of an invoice from such counsel.
SECTION 10
USE OF NAMES, TRADENAMES AND TRADEMARKS
10.1 Licensee shall have the right to use in advertising, publicity and/or other
promotional activities any name, tradename, trademark, or other designation of
Licensor (including any contraction, abbreviation, or simulation of any of the
foregoing), as well as the use of the name
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"SEA" (including any contraction or abbreviation thereof) as same relates to 220
MHZ specialized mobile radio land mobile radio products.
SECTION 11
REPRESENTATIONS AND WARRANTIES OF LICENSOR
11.1 Licensor represents and warrants to Licensee as follows, which
representations and warranties are made as of the date first set forth above,
and which shall continue through the Term:
A. Licensor has the lawful right to grant the license granted pursuant
hereto;
B. No consents of any third party, including but not limited to
shareholders, are required for Licensee to enter into this Agreement and/or to
grant the license and other rights thereunder;
C. The execution of this Agreement by Licensor and the fulfillment of
its duties and obligations hereunder and thereunder has been authorized by all
required corporate action on the part of Licensor and will not cause Licensor to
be in default under any agreement, arrangement or understanding with any third
party with or without the passage of time, or otherwise;
D. Licensor has not granted any licensing or other rights in the
Licensed Products, Patent Rights, Technology, Related Technology and Components
and/or the Radios to any third party prior to the date hereof except to the
extent set forth on Schedule 11.1 attached hereto and made a part hereof;
E. Prior to the date hereof, Licensor has not, and through the
expiration of the Term, Licensor will not grant any licensing or other rights in
the Licensed Products, Patent Rights, Technology, Related Technology and
Components and/or the Radios to any third party (unless Licensee is in Default
as defined in Paragraph 6.1 herein );
F. Since the date of execution of the binding letter of intent by and
between Licensor and Licensee concerning this Agreement, as extended (the
"Letter of Intent"), Licensor has not, and from the date first set forth above
through the termination of the Term, Licensor shall not sell, transfer,
hypothecate, pledge or otherwise encumber, directly or indirectly, or allow or
cause to be sold, transferred, hypothecated, pledged or otherwise encumbered,
directly or indirectly, the Licensed Products, Patent Rights, Technology,
Related Technology and Components and/or the Radios other than to the extent
hypothecated, pledged or otherwise encumbered as of the date of execution of the
Letter of Intent (the full extent of which is accurately disclosed by Licensor
on Schedule 11.1 attached hereto), in which case Licensor has not since the date
of execution of the Letter of Intent and will not during the Term extend or
increase any of such encumbrances without Licensee's prior written consent,
which may be withheld in its sole and absolute discretion.
G. To the best of Licensor's knowledge, the Licensed Products and the
Related Technology and Components do not and will not infringe any patent,
trademark or copyrights of others and do not and will not infringe any other
proprietary rights of others.
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H. The warranties given above constitute the only warranties made by
Licensor with respect to this Agreement. Licensee hereby waives all other
warranties or guarantees of Licensor, whether express or implied, including any
implied warranties of merchantability and fitness for a particular purpose or
any other warranty with respect to the quality, accuracy or freedom from error
for the operation, use, and function of the Licensed Products, Patent Rights,
Technology, Related Technology and Components and/or the Radios.
SECTION 12
INFRINGEMENT
12.1 In the event either Party to this Agreement shall learn of the substantial
infringement of any of Licensor's Patent Rights, that Party shall notify the
other Party in writing of such infringement and shall provide such other Party
with reasonable evidence of such infringement.
12.2 The Parties shall use their best efforts in cooperating with each other to
terminate such infringement without litigation. Upon their determination that
infringement exists, Licensor shall formally notify the infringing party of
Licensor's determination that infringement exists.
12.3 If the efforts of the Parties are not successful in abating the
infringement within 90 days after the infringer has been formally notified of
infringement by the Licensor, Licensor shall have the right to:
A. commence suit on its own;
B. join with Licensee in such suit; or
C. refuse to participate in such suit,
and Licensor shall give notice in writing to Licensee within 10 business days
after such 90 day period of its election. Licensee may bring suit for patent
infringement only if Licensor elects not to commence or join in any suit other
than as nominal party plaintiff and if the infringement occurred during the
period and in a country where Licensee had exclusive rights under this
Agreement.
12.4 If Licensor elects not to commence or join in any suit other than as a
nominal party plaintiff and if Licensee brings suit against a third party for
infringement of Licensor's Patent Rights, then Licensee's obligation to pay any
unpaid fees as provided for herein shall be modified as follows:
A. Following the later of: (i) Licensor's election not to commence or
join an infringement suit; and (ii) Licensee's commencement of such suit,
Licensee may postpone paying the fee(s) which would otherwise be due for that
period pending the outcome of such litigation and as further described below;
B. If the decision of the court or tribunal is that Licensor's Patent
Rights had not been infringed and such decision is rendered within the time
period that fees are still required to be paid by Licensee to Licensor pursuant
to the time schedule set forth in Section 4 hereof, then Licensee shall
recommence paying the balance of the fees, if any, described therein and adopt
the time schedule for such remaining payments, if any, commencing with the day
following the decision of the court or tribunal; if the decision of the court or
tribunal is that Licensor's Patent
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Rights had been infringed, then Licensee shall not be required to pay any
additional fees to the Licensor.
12.5 Such legal action as is decided upon shall be at the expense of the Party
on account of whom suit is brought and all recoveries recovered thereby shall
belong to such Party, provided that legal action brought jointly by Licensor and
Licensee and fully participated in by both shall be at the joint expense of the
Parties and all recoveries shall be shared by them in proportion to the expenses
paid by each.
12.6 Each party agrees to cooperate with the other in litigation proceedings
concerning infringement instituted hereunder but at the expense of the Party on
account of whom suit is brought. Such litigation shall be controlled by the
party bringing the suit, except that Licensor shall control the suit if brought
jointly. Licensor may be represented by counsel of its choice pursuant to
Licensor's determination in any suit brought by Licensee.
12.7 Licensor shall not settle or compromise any suit which Licensor controls
which affects any of Licensee's rights or obligations hereunder without
Licensee's prior written consent, which may be withheld by Licensee in its sole
discretion and without any liability of Licensee to Licensor in connection
therewith.
SECTION 13
WAIVER
13.1 No waiver by either Party hereto of any breach or default of any of the
representations, warranties, covenants or agreements herein shall be deemed a
waiver as to any subsequent and/or similar breach or default.
SECTION 14
LICENSE RESTRICTIONS
14.1 The rights and privileges granted to Licensee are each and all expressly
conditioned upon the timely performance on the part of Licensee of every
requirement contained herein. Each of such conditions and restrictions is a
specific license restriction.
SECTION 15
ASSIGNABILITY
15.1 This Agreement is binding upon and shall inure to the benefit of each of
Licensor and Licensee and their respective successors and permitted assigns.
This Agreement shall not be assignable by Licensor or Licensee in whole or in
part without the prior written consent of the other party, which consent shall
not be unreasonably withheld.
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SECTION 16
PRODUCT LIABILITY AND DAMAGES
16.1 Licensee, at its sole cost and expense, shall insure its activities in
connection with this Agreement and obtain, keep in force and maintain general
commercial liability insurance in such amounts as Licensee deems reasonable.
16.2 Licensor disclaims any and all liability for special, incidental, or
consequential damages (including loss of profit) arising out of this Agreement
or with respect to the installation, use operation or support of the Licensed
Products or any update of the Licensed Products, even if the Licensor has been
apprised of the possibility of such damages.
16.3 Licensee specifically agrees that any liability on the part of Licensor
arising from breach of warranty, breach of contract, negligence, strict
liability in tort, or any other legal theory shall not exceed any amounts paid
by Licensee in fees for the use and maintenance of the Licensed Products.
SECTION 17
NOTICES
17.1 Any payment, notice or other communication required or permitted to be
given to either Party hereto shall be in writing and shall be deemed to have
been duly given on the date of actual receipt if delivered personally to the
Party to whom notice is to be given, on the date of transmittal via telecopier
to the party to whom notice is to be given ( provided the sender of such notice
is provided with a printed confirmation of same) or on the third day after
mailing if mailed to the Party to whom notice is to be given by first class
mail, registered or certified, postage prepaid, or overnight mail via a
nationally recognized courier to the respective Party's address (or at such
other address for a party as shall be specified in a notice given in accordance
with this Paragraph 17.1):
if to Licensor
or to SEA, Inc.: Datamarine International, Inc.
0000 000xx Xxxxxx, X.X.
Xxxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, Chairman
of the Board of Directors
Telecopier No. (000) 000-0000
if to Licensee: BIZCOM, U.S.A., INC.
0000 XX 00xx Xxxxxx, Xxxxx 000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxx, President
Telecopier No. (000) 000-0000
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SECTION 18
FORCE MAJEURE
18.1 Neither party shall be responsible for delay or failure in performance of
any of the obligations imposed by this Agreement, provided such failure shall be
occasioned by fire, flood, explosion, lightning, windstorm, earthquake,
subsidence of soil, court order or governmental interference, civil commotion,
riot, war, or by any cause of like or unlike nature beyond the control and
without fault or negligence of such Party.
SECTION 19
BANKRUPTCY OF LICENSOR
19.1 The provisions of the Bankruptcy Code, 11 U.S.C. ss.365, including
subparagraph (n) thereunder relating to intellectual property, shall apply in
all respects to this Agreement, and its subject matter, terms, provisions and
conditions.
SECTION 20
BANKRUPTCY OF LICENSEE
20.1 If Licensee shall become bankrupt or insolvent, or shall file a petition in
bankruptcy, or if the business of Licensee shall be placed in the hands of a
receiver, assignee or trustee for the benefit of creditors, whether by the
voluntary act of Licensee or otherwise, this Agreement shall automatically
terminate according to the provisions set forth in Section 7, except that the10
day notice provision therein shall not be applicable.
SECTION 21
CONFIDENTIAL INFORMATION
21.1 Licensor acknowledges that the technical data, economic information,
know-how and data developed by or through Licensee is confidential, proprietary
information of Licensee. Licensor shall not use, disclose, or distribute
Licensee's confidential information without the express prior written consent of
Licensee.
21.2 Licensee acknowledges that Licensor shall disclose to Licensee technical
data, economic information, know-how and data developed by Licensor relating to
the Licensed Products and particularly, Licensor shall disclose to Licensee
confidential information relating to Licensor's Patent Rights and Technology.
Licensee shall not use, disclose, or distribute Licensor's confidential
information (other than that readily discernable in the Radios) without the
express prior written consent of Licensor except Licensee may file one or more
patent applications on its own behalf for the Technology.
21.3 The obligation to maintain the confidentiality of each Party's confidential
information shall extend 5 years beyond the Term of this Agreement.
21.4 A Party receiving confidential information from a disclosing Party shall
not be prevented from using or disclosing information:
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A. which is now, or becomes in the future, public knowledge other than
by breach of this Agreement by the receiving Party;
B. which is lawfully obtained by the receiving Party from a source
independent of the disclosing Party;
C. which is subsequently developed by the receiving Party independent
of the confidential information received hereunder; or
D. which is subsequently disclosed by the disclosing Party, including
information developed after the date of this Agreement, to a third party on a
non-confidential basis.
SECTION 22
MISCELLANEOUS
22.1 The headings of the several sections are inserted for convenience of
reference only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.
22.2 No amendment or modification hereof shall be valid or binding upon the
Parties hereto unless made in writing and executed by each of the Parties
hereto.
22.3 This Agreement, together with a side letter agreement dated as of the date
hereof between Licensor and Licensee concerning Licensor's obligation to use its
best efforts to pay down certain current obligations of Licensor within the time
period set forth therein, constitutes the entire understanding of the parties
hereto and shall supercede all previous communications, representations, or
understandings, whether oral or written, between the Parties relating to the
subject matter hereof, including but not limited to the Letter of Intent.
22.4 In the event any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any
other provision hereof, but this Agreement shall be construed as if such
invalid, illegal, or unenforceable provisions had never been contained herein.
22.5 This Agreement shall be governed by and construed in accordance with the
law of the State of Florida without regard to any conflict or choice of law
principles. Any action and/or proceeding relating to or arising out of this
Agreement shall be brought solely in the federal and/or state courts located in
Broward County, Florida. The prevailing party in any such action and/or
proceeding shall be entitled to recover its reasonable attorneys' fees and costs
from the other party.
22.6 As both parties to this Agreement have been represented by counsel in
connection herewith, the rule of construction that ambiguities shall be
construed against the drafter shall not be applicable.
22.7 This Agreement may be executed in counterparts and via telecopier.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal effective as of the date first set forth above.
LICENSOR:
DATAMARINE INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxxx, Chairman
of the Board of Directors
STATE OF MISSISSIPPI )
)SS:
COUNTY OF XXXXXXX )
The foregoing instrument was acknowledged before me on this 1st day of
February, 2002 by Xxxxxx X. Xxxxxxxx, as Chairman of the Board of Directors of
Datamarine International, Inc., a Washington corporation, on behalf of such
corporation who is personally known to me or has produced Driver's license as
identification and did/did not take an oath.
Notary Public:
sign s/s Xxxxx Xxxxxxxx
------------------
print Xxxxx Xxxxxxxx
--------------
State of Mississippi at Large (Seal)
My Commission Expires:
LICENSEE:
BIZCOM U.S.A., INC.
By: s/s Xxxx Xxxxx
----------------
Xxxx Xxxxx, President
STATE OF FLORIDA )
)SS:
COUNTY OF BROWARD )
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The foregoing instrument was acknowledged before me this 1st day of
February, 2002 by Xxxx Xxxxx, as President of BIZCOM U.S.A., INC., a Florida
corporation, on behalf of such corporation who is personally known to me of has
produced Florida Driver's license identification and did/did not take an oath.
Notary Public:
sign /s/
------------------------
print /s/
-----------------------
State of Florida at Large (Seal)
My Commission Expires:
FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS
ACKNOWLEDGED, ACKNOWLEDGED AND AGREED TO:
SEA, Inc.
By: Xxxxx Xxxxxxxx
-----------------
Xxxxx Xxxxxxxx, President
STATE OF WASHINGTON )
)SS:
COUNTY OF KING )
The foregoing instrument was acknowledged before me this 1st day of
February, 2002 by Xxxxx Xxxxxxxx, as President of SEA, Inc., a Delaware
corporation, on behalf of such corporation who is personally known to me of has
produced Washington State Driver's License as identification and did/did not
take an oath.
Notary Public:
sign /s/Xxxxxx X. Xxxxxxx
--------------------
print Lotttie X. Xxxxxxx
------------------
State of Washington at Large (Seal)
My Commission Expires:
SCHEDULE 11.1
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