ASSIGNMENT OF INTEREST IN PATENT
STATE OF GEORGIA
COUNTY OF APPLING
THIS ASSIGNMENT, made and entered into this 10th day of December, 1999, by
and between, and International Press and Shear Corp. ("IPSC"), a Georgia
corporation and Waste Technology Corp. ("WasteTech"), a Delaware corporation,
sometimes hereinafter jointly referred to as the "Assignors", parties of the
first part, and IPS Balers Inc. ("IPSB") a Georgia corporation, party of the
second part.
WITNESSETH:
WHEREAS, IPSC and IPSB entered into an Asset Purchase and Sale Agreement
dated as of December 10, 1999 (the "Agreement"), providing for the sale and
transfer of the assets connected with the operation of the baler manufacturing
facility located at 000 Xxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxx,
Xxxxxxx; and
WHEREAS, WasteTech owns all of the issued and outstanding stock of IPSC,
and has guaranteed IPSC's warranties and representations contained in the
Agreement; and
WHEREAS, the agreement provides for the conveyance of all of the interest
of IPSC and WasteTech in and to U.S. Patent No. 5,845,568 for the "hinged side
baler" issued December 8, 1998 to and held by F.F. (Xxxxx) Xxxxxx Xx.
("Xxxxxx"), and in which Assignors claim an interest (hereinafter the Patent);
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars
($10.00), the consideration set forth in the Agreement, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. IPSC and WasteTech hereby transfer, assign, convey and relinquish unto
JPSB, its successors and assigns, all interest the Assignors have or may have in
and to the Patent.
2. Assignors warrant that they, or either of them, have not previously
assigned any interest in the Patent in whole or in part.
3. Assignors make no warranty as to title or ownership the Patent; this
Assignment being a conveyance of any rights or title either ISPC or WasteTech
may have as Xxxxxx'x employer and in the financing of the Patent application
process, and a relinquishment in favor of ISPB of rights of ownership to the
Patent previously claimed.
4. IPSC agrees to execute such additional documents as may be reasonably
required to assign any interest it may have in the Patent upon request by IPSB.
5. This Assignment is made in further consideration of ISPB's obligation
to sublicense the right to manufacture certain Patented items if ISPB acquires
rights to the Patent from Xxxxxx, as provided in Section 11 of the Agreement.
6. The terms and provisions hereof shall extend to and be binding upon the
parties hereto, their successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed and sealed in duplicate by their duly authorized officers on the day and
year first above written.
INTERNATIONAL PRESS AND SHEAR CORP. (L.S.)
By: /s/ Xxx X. Xxxxx
---------------------------------
Xxx X. Xxxxx, Secretary
(CORPORATE SEAL)
WASTE TECHNOLOGY CORP. (L.S.)
By: /s/ Xxx X. Xxxxx
---------------------------------
Xxx X. Xxxxx, CEO
(CORPORATE SEAL)
