EXHIBIT 10.1
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AGREEMENT AND LICENSE OF INTELLECTUAL PROPERTY RIGHTS
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This Agreement and License of Intellectual Property Rights (this
"AGREEMENT") memorializes in writing a verbal agreement made as of October 12,
2000 by Xxxxx X. Xxxx, (collectively and on behalf of the "LICENSORS" per
Schedule I) and Solanex Management Inc. (formerly EcoSoil Management Corp.), a
Nevada corporation ("SOLANEX" or the "COMPANY").
CLAUSES
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1. LICENSE OF NON EXCLUSIVE RIGHTS. Through this instrument, the Licensors
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convey and license to the Company all of the Licensors' rights, titles and
interests in or under this Agreement, including all rights of the Licensors
under all United States, Federal, State or other "Governmental Authority" (as
defined in Section 3 below), copyright, trademark, trade secret, trade name,
service xxxx, service name, patent, and all other intellectual property or
industrial property laws or rights of any type or nature concerning this
Agreement and the products identified in Exhibit A of this Agreement. The
foregoing license of rights by the Licensors to the Company is all-inclusive but
non exclusive and is without reservation of any right, title, interest or use,
whether now existing or subsequently arising.
2. PURCHASE PRICE. In consideration of the license of the rights to the
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intellectual property to Solanex, Solanex shall pay to Xx. Xxxxx X. Xxxx the sum
of two thousand dollars ($2,000.00) and further consideration of seven thousand
five hundred (7,500) common shares of Solanex. Solanex additionally agrees to
issue consideration of ten thousand (10,000) common shares of Solanex, issued
pro rata, to the other Licensors per Schedule I. The Licensors acknowledge that
the above consideration is fair and reasonable value for the Intellectual
Property licensed by this agreement.
3. ROYALTIES. The Company agrees to pay a royalty to Xx. Xxxxx X. Xxxx in
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the amount of seven (7) per cent of gross revenue derived from the sale or use
of the Thermal Destructor for the term of this license.
4. FURTHER INSTRUMENTS. The parties shall execute, acknowledge and deliver
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to the Company, within five (5) days of the Company's request for the same, such
further instruments and documents, including subscription agreements, as the
Company may request from time to time to facilitate registration of any filings
or record the transfers made in this Agreement in any public office, or
otherwise to give notice or evidence of the Company's exclusive rights to
exploit the products identified in this Agreement.
5. GOVERNMENTAL AUTHORITY DEFINITIONS. For purposes of this Agreement, the
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following terms shall have the following meanings: (i) the term "UNITED STATES"
shall mean the United States of America, and all geographical territories and
subdivisions of the United States of America; (ii) the term "OTHER NATIONS"
shall mean each country, principality or other independent territory and each
subdivision thereof, which is not a part of the United States; (iii) the term
"SUPRA-NATIONAL AUTHORITY" shall mean the European Union, the United Nations,
the World Court, the Commonwealth, the North Atlantic Treaty Organization, the
General Agreement on Tariffs and Trade, the North American Free Trade Agreement
and all other multi-national authorities or treaties which have or may have from
time to time jurisdiction over any of the parties to or any performance under
this Agreement; and (iv) the term "GOVERNMENTAL AUTHORITY" shall mean any
subdivision, agency, branch, court, administrative body, legislative body,
judicial body, alternative dispute resolution authority or other governmental
institution of (A) the United States, (B) any state, municipality, county,
parish, subdivision or territory of the United States, (C) all other Nations,
(D) any state, territory, county, province, municipality, parish or other
subdivision of any Other Nations, and (E) all Supra-National Authorities.
6. NO ASSIGNMENT. The Company may not assign any of its rights, duties or
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obligations under this Agreement without obtaining the prior, written consent of
the Licensors, which consent the Licensors may give or withhold in their sole
discretion.
7. BINDING EFFECT. This Agreement is binding upon and shall inure to the
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benefit of the Company, its successors and assigns and the Licensors and their
successors and assigns. This Agreement supersedes any prior understandings,
written agreements or oral arrangements between the parties, which concerns the
subject matter of this Agreement. This Agreement constitutes the complete
understanding among the parties, and no alteration or modification of any of
this Agreement's provisions will be valid unless made in a written instrument
that all the parties sign.
8. APPLICABLE LAW. The laws of the State of Nevada (other than those
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pertaining to conflicts of law) shall govern all aspects of this Agreement,
irrespective of the fact that one or more of the parties now is or may become a
resident of a different state.
DATED, this 6th day of February, 2002.
XXXXX X. XXXX, individually SOLANEX MANAGEMENT INC.,
and on behalf of the other Licensors a Nevada Corporation
/s/ Xxxxx Xxxx /s/ Piers VanZiffle
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Xxxxx X. Xxxx By: Piers VanZiffle
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Its: President
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SCHEDULE I
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Pursuant to the Agreement and License of Intellectual Property Rights made as of
October 12, 2000 (the "Agreement"), we, the undersigned, hereby authorize Xxxxx
Xxxx to sign the Agreement on our behalf and by our signatures below acknowledge
our license of any interest we have, either individually or collectively, in the
Intellectual Property, as defined in the Agreement, to Solanex Management Inc.
as of the date of the Agreement. In exchange for such license, we accept the
number of shares appearing by our signatures below.
NUMBER OF
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NAME OF ASSIGNOR SHARES RECEIVED DATE
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POPCORN HOLDINGS INC., 1,000 February 6, 2002
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By: /s/Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx,Vice President
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Signature: /s/Xxxxxx Xxxxxxxx 1,000 February 6, 2002
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Name: Xxxxxx Xxxxxxxx
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Signature: /s/ Xxxxx Xxxxxxxx 1,000 February 6, 2002
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Name: Xxxxx Xxxxxxxx
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Signature: /s/ Xxxxxxx Xxxxxx 1,000 February 6, 2002
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Name: Xxxxxxx Xxxxxx
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EAGLE TRANSPORT, 1,000 February 6, 2002
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By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx, Vice President
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DAVLAUR EQUITIES S.A., 1,000 February 6, 2002
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By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx,Vice President
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Signature: /s/ Xxxx Xxxx 1,000 February 6, 2002
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Name: Xxxx Xxxx
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NUMBER OF
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NAME OF ASSIGNOR SHARES RECEIVED DATE
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Signature: /s/Xxxxxx Xxxxxx 1,000 February 6, 2002
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Name: Xxxxxx Xxxxxx
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Signature: /s/ Xxxx Xxxxxx 1,000 February 6, 2002
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Name: Xxxx Xxxxxx
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Signature: /s/ Xxxx Xxxxxxxx 1,000 February 6, 2002
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Name: Xxxx Xxxxxxxx
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EXHIBIT A
SOLANEX TECHNOLOGY DESCRIPTION
A Thermal Destructor is a self contained, mobile, soil residue combustion system
for visiting each contaminated site and sterilizing soil in-situ. The Thermal
Destructor consists of a high efficiency, waste or gas-fired combustion chamber
and a new generation exhaust gas low-pressure drop, liquid scrubber, to trap
pollutants in air emissions.
Wood waste, other renewable resource fiber fuel, or coal can be used for the
feedstock that provides the heat. Alternatively, natural gas can be used to fire
the unit,. The unit is designed to generate 40,000,000 BTU/hr for treating
contaminated soil. Soil is introduced into the flame center via a gas sealed
auger which feeds the remediation chamber which is a rotating, ceramic
insulated, fluted drum, which is inclined and tumbles the soil medium, while
transferring it to the exit end of the chamber, where it is augured to a
delivery chute. Flame temperature is steam injection controlled to 2400 degrees
F to reduce recombination of products such as NOx, SOx.
In the primary stage of the reactor/generator, the auger-fed combustion medium,
60-80 mm. Sized wood waste chips, hog fuels, or waste derived densified or fluff
fuel, is fired in a starved oxygen environment at a temperature circa 1250 f or
680 c where it releases combustion gases, which include carbon monoxide,
hydrogen, methane and other complex hydrocarbons.
The gas is whirled in the reaction chamber of the primary unit and conveyed via
negative pressure into intermediary air mixing xxxxxxxx, where directional
burner rotate and mix the gases with oxygen rich air to produce an inflammable
gas mixture.
Highly inflammable gas mixture ignites in the secondary chamber to produce a
blue flame similar to that generated by fossil fuel natural gas. The temperature
at the tip of this flame is high enough to ensure complete burnout of
particulate matter and to crack all the hydrocarbons and other gases. Due to the
prolonged residence time of the medium in the primary chamber which is actually
enhanced by the high moisture content of green wood waste or processed solid
waste fuel, complete reduction of the fuel-medium mass down to an insignificant
ash volume is achieved.
Ash drops through the floor of the primary chamber by the intermittent release
of drop doors in the hearth burnout section and it is augured from the ash
holding pan to be combined with the remediated soil at the exit chute.
When combustion of wastes containing problem waste stream fractions, such as
heavy metals and aggregate occurs, the heat in the primary gasifier is kept to a
temperature which does not allow melting of the tramp metals and other
particles. While the rest of the medium gasifies, these "heavy waste" items are
heat purged and conveyed out with the ash residue or screen for magnetic
separation.
