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MEMORANDUM OF AGREEMENT
BETWEEN:
FIRST AMERICAN SCIENTIFIC CORP. (FASC), a Company duly
incorporated under the laws of Nevada, and having its head
offices at #0000 - 000 Xxxxxxxxx Xxxxxx Xxxxxxxxx, X.X., X0X
0X0.
AND
THE GREEN LEAF FIBRE COMPANY, LTD. (GLF), a company duly
incorporated In Northern Ireland, and having its head offices at
00 Xxxxxxxxxxxxxxx Xxxx, Xxxxxxxxxxx, Xx Xxxxxx, Xxxxxxxx
Xxxxxxx.
WHEREAS
FASC has filed a Patent application with the U.S. Patent Office
dealing with the technology known as the Kinetic Disintegration
System (KDS) (The Technology) and WHEREAS GLF is interested in
conducting research mad development on the commercial viability
of the Technology as it relates to the disintegration of rubber
and related rubber products (herein called the Application),
FASC and GLF agree that FASC will grant a licensing agreement to
GLF and such licensing agreement will contain the following
terms and conditions:
1. On the terms mad conditions herein contained, FASC licenses
to GLF for the territory of U.K. the Application for the
use of GLF to conduct a research made development program
(the Program) to analyze the performance of the KDS
machine.
2. GLF is solely responsible for all costs and expenses,
within the U.K., of the Program.
3. FASC makes no representations or warranties as is to the
success of the Program.
4. GLF is solely responsible for the cost of transportation of
the KDS machine to the U.K. and is solely responsible for
any modifications deemed not necessary during the Research
Program.
5. GLF agrees that it is responsible for the in installation
of suitable hydraulic and electronic components to enable
full functionality to U.K. standards. The Parties agree
that GLF will undertake to extract an understanding of the
KDS process by permitting the following academic and
government bodies to research facilities:
- Queens University Belfast
- University Of Ulster
- Manufacturing Technology Partnership
- Industrial Research on Technology Unit
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6. GLF will endeavor to brief FASC on a regular basis on the
progress of the Program and to make available the results
of the Program.
7. In event at GLF satisfied with the conclusion of the
Program, FASC, agrees to extend the license to permit GLF
to continue the Program towards achieving commercial
viability (the Operation). If GLF FASC are satisfied with
the the projected viability then both parties will enter
into a Joint Venture Agreement to manage the ongoing
Operation.
8. FASC and GLF agree on the following objectives and
management of the Joint Venture Company:
1. In the event that GLF does not feel that the Operation
is commercially viable; FASC and GLF cannot mutually
agree to the terms of the Joint Venture Agreement; and
GLF breaches any agreement with FASC, then GLF will
forthwith, upon receiving a demand from FASC , return
the KDS machine to FASC at the expense of GLF.
2. In the event the process is deemed to be commercially
viable in the rubber industry a Venture Company (JVC)
will be set up to operate, manage, and/or grant
licenses to businesses within the geographical
boundaries of Europe.
3. FASC agrees to give rights (license) to the JVC for
any enhanced technology developed as a result this
program or from any other program undertaken by FASC
as applied to the rubber and rubber related industry.
4. FASC will register the enhanced technology as it
applies to the new process.
5. The structure, management ad jurisdiction of the Joint
Venture Company will be subject to a separate
agreement which will include the following:
A. The Company will be a new special purpose
Company.
B. FASC will subscribe for 55% of the Share
Capital and GLF will subscribe for 45% of Share
Capital.
C. The Management team and their expenses will form
part of the admin budget.
6. Should the process not be commercially viable in
rubber industry, FASC will on mutually satisfactory
terms, provide GLF with a license for other
applications. In any event, GLF will be given
consideration on a right of first refusal basis, on
any application for the territory of the U.K. and
continental Europe.
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7. It is agreed that both parties are entitled to enforce
by specific performance, injunction or any other
equitable remedy its respective rights.
8. This Agreement shall be interpreted in accordance with
the laws of the Province of British Columbia and the
laws of Canada.
Agreed to this 17th day of September, 1998, as witnessed the
signatures below.
First American Scientific Green Leaf Fibre Company Ltd.
/s/ Xxxx X. Xxxxxxxx /s/ illegible
