THIS ADDENDUM AGREEMENT made the 30 day of October, 1995
BETWEEN:
SOLUCORP INDUSTRIES LTD., 000 Xxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxxxx
(herein called the "Solucorp")
OF THE FIRST PART
AND:
XXXX XXXXX REMEDIATION LIMITED, Dock Road North, Bromborough, Wirral,
Merceyside X00 0XX, Xxxxxxx
(herein called the "JBRL")
OF THE SECOND PART
AND;
XXXX XXXXX LIMITED, Dock Road North, Bromborough, Wirral, Merceyside
X00 0XX, Xxxxxxx
(herein called the "Xxxx Xxxxx")
OF THE THIRD PART
WHEREAS:
A. Solucorp and JBRL signed an agreement dated October 11, 1995 (the
"Agreement").
B. The parties wish to include Xxxx Xxxxx as a party to the Agreement and
to define certain other terms as agreed.
NOW THEREFORE the parties agree that in consideration of the mutual
covenants and premises contained herein, the parties agrees as follows:
1. Xxxx Xxxxx, will be a party to the Agreement and will cause JBRL to
perform its obligations thereunder.
2. Xxxx Xxxxx, as the sole shareholder of JBRL, will transfer to Solucorp
or as directed by Solucorp in writing a total of 25% of the issued and
outstanding share capital of JBRL for a total consideration of $1.00.
3. Xxxx Xxxxx will capitalize JBRL to the extent necessary for JBRL to
conduct its obligations pursuant to the Agreement and to build a remediation
business in the U.K. and other named accounts and territories using Solucorp's
MBS technology in a manner that will not dilute
the equity shareholdings of Solucorp. In the event JBRL secures remediation
business in any other territory, it will:
(a) pay an annual license fee to Solucorp respecting that territory to
Solucorp prior to commencement of the project; and
(b) pay a design fee of $5.50 per ton of soil remediated on the same
terms as set out herein.
JBRL will not attempt to secure remediation contracts in territories
where Solucorp has granted to any third party the exclusive license to
remediate.
4. Xxxx Xxxxx and Solucorp will execute a shareholders agreement with
respect to their shareholdings in JBRL which, among other things, contain the
following terms:
(a) Solucorp will be entitled to nominate one quarter of the directors of
the board of JBRL, with a minimum of one director nominated by
Solucorp notwithstanding that there may be less than four directors of
JBRL;
(b) any funds required to be expended by JBRL in order to develop the U.K.
marketplace for use of the MBS Process will be way of equity injection
by Xxxx Xxxxx; there will be no requirement for Solucorp to inject any
funds into JBRL whatsoever;
(c) major decisions will be made by unanimous consent of directors;
(d) Xxxx Xxxxx'x nominees for director will control the day-to-day
management of the Company;
(e) there will be restrictions on transfer of equity shares so that the
other party has the right of first refusal to purchase;
(f) management remuneration will be as agreed between the parties;
(g) profits will be distributed among the shareholders within 7 days of
finalizing the annual audit accounts; and
(h) all parties to have full access to the books and records of JBRL.
5. Solucorp will arrange for provisions of chemicals required for the MBS
Process to be delivered to JBRL as ordered by JBRL. Solucorp will supply JBRL
with such chemicals for the 4% mixed materials at a price which is equal to
Solucorp's cost. JBRL will arrange the financing in advance with respect to
purchase of any such chemicals on terms satisfactory to the supplier and
Solucorp.
6. JBRL agrees to pay to Solucorp a design fee of $5.50 (U.S.) per ton of
soil remediated by JBRL, payable within 10 days of JBRL receiving payment by the
client as per the payment schedule during and following the remediation.
Solucorp shall have the right at any time to review or audit the books of JBRL
to confirm the amounts payable or paid. In circumstances where no bonding or
other security is in place to secure payment for the remediation, JBRL will
obtain the consent of Solucorp as to the credit-worthiness of the client prior
to proceeding with remediation.
7. In the event that JBRL does not pay $50,000.00 (U.S.) to Solucorp within
60 days of October 11, 1995, the Agreement will be null and void.
8. The $50,000.00 payable as per paragraph 7 is an annual license fee for
the exclusive right to utilize Solucorp's MBS technology and system in the U.K.
Payment of $50,000.00 (U.S.) during the term hereof shall be made prior to
December 1 in each year of the contract. As a further requirement for the
exclusive right to utilize MBS, JBRL agrees that its minimum gross sales
utilizing the MBS technology and system will be as follows:
(a) $3,000,000.00 (U.S.) in year 1 of this contract beginning on the
earlier of the date a remediation permit is obtained by JBRL and October 1,
1996; and
(b) $6,000,000.00 (U.S.) in each of years 2 and 3 of this contract.
9. In all other respects, the Agreement shall remain in full force and
effect.
10. This Agreement may be executed in counterparts. Any signature received
by facsimile will be deemed to be an original signature.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and year first above written.
SOLUCORP INDUSTRIES LTD.
Per: [ILLEGIBLE]
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Authorized Signatory
XXXX XXXXX REMEDIATION LIMITED
Per: [ILLEGIBLE]
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Authorized Signatory
XXXX XXXXX LIMITED
Per: [ILLEGIBLE]
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Authorized Signatory
