Exhibit 10.1
JOINT DEVELOPMENT AND
ROYALTY AGREEMENT
THIS AGREEMENT is made and entered into this 15th day of November 2003 by and
between SCIENTIFIC ENERGY, INC. a Utah corporation ("SEI"), and Grandway USA,
Inc., a Utah corporation. (Grandway).
RECITALS
1. SEI is the owner of intellectual property (products).
2. SEI desires Grandway USA, Inc. to complete the patent process on and market
the Inventions. SEI is willing to have Grandway USA, Inc. consider the
commercialization of the Inventions for certain consideration.
Inventions
1. Electroluminescence Power Cell (for Lap-Top Computer) 2. Solenoid Pump 3.
Solar Powered Fishing Tackle Box 4. Flasher Beacon 5. Electroluminescence Power
Cell (for Portable T.V.)
6. Rapid-Hot Water Heater (120 volt) 7. Rapid-Hot Water Heater (12 volt) 8.
Hydraulic Solenoid Solar-Powered Pump 9. Solar Powered Camping Lights 10. Solar
Powered Survival Lantern With ELT 11. Solar Powered Lantern With Flashing Strobe
12. Solar Powered Barricade Light 13. Turbine Generator 14. Hydrogen Powered
Generator System 15. Speedy Sputter with Solenoid Drive 16. Solenoid Pump for
Diesel Motors 17. Flexible Socket Extension 18. Spring Loaded Magnetic
Socket-wrench
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AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Assignment to Grandway USA, Inc.: Upon completion, production and
commercialization of the above referenced inventions SEI agrees to license and
convey to Grandway USA, Inc., and Grandway USA, Inc. agrees to license from SEI,
the following:
A. All right, title and interest of SEI i and to that certain
products referred to as the Inventions, together with all
trademarks, patents, and all powers and privileges relating
thereto, and any and all modifications, improvements,
enhancements, variations, and alterations relating thereto. It
is intended that this Agreement will cover all succeeding
generations of this product. Grandway USA, Inc. shall reserve
the right to change the name or use it as they deem necessary.
B. All right title and interest of SEI in all existing and future
marketing rights, lists of customers, accounts and sales
leads, manufacturing processes, drawings, and expertise
involved in connection with said Inventions.
2. Patent Applications: Grandway USA, Inc., by this Agreement, agrees to be
responsible for advising SEI about the prosecution of the patent applications
covering the inventions which are the subject matter of this Agreement in the
United States to allowance, final judgement, refusal or abandonment. Grandway
USA, Inc. may terminate this Agreement upon thirty (30) days written notice to
SEI, if Grandway USA, Inc. determines in its' sole discretion that the
prosecution of the patents is not likely to be successful, or continuing the
production and marketing of the product is not cost effective to Grandway USA,
Inc. SEI, at his sole option retains the right to select any foreign countries
as he elects to pay for and file patent applications in. Only under separate
agreement, as may be negotiated, shall Grandway USA, Inc. obtain any patent
rights granted in such foreign country. Except Grandway USA, Inc. is hereby
granted a right of first refusal to acquire such further and select foreign
rights. SEI while negotiating with a third party or parties for such foreign
rights agrees to keep Grandway USA, Inc. informed of such negotiations and will
notify Grandway USA, Inc. of any offers or proposals from such third parties.
Grandway USA, Inc. shall have ten (10) business days to meet such offer or
proposal, with Grandway USA, Inc.'s failure to fully meet such offer or proposal
forever terminating this right of first refusal.
Should this Agreement be terminated, as set out above, at the request
of Grandway USA, Inc., Grandway USA, Inc., at their expense will
promptly execute appropriate documents for transferring any title to
SEI as they may have acquired to issued patents and patent
applications, and shall turn over to SEI all materials associated
therewith and shall, at the request of SEI, and at SEI expense,
cooperate with SEI in continuing the prosecution of such
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patent application or applications and will take all reasonable steps
necessary to protect and preserve such patent rights to the benefit of
SEI.
3. Trademarks: Grandway USA, Inc., whether with or without the input of SEI, may
adopt a trademark or trademarks covering units of the Inventions. Upon
termination, Grandway USA, Inc. agrees that such marks as have become identified
with the subject matter of this Agreement shall be conveyed by separate
assignment to SEI, which assignment shall include a conveyance of the rights of
Grandway USA, Inc. shall have acquired in such xxxx or marks, that will
expressly include the goodwill associated therewith. This Trademark Assignment
will be made without cost to SEI and shall be executed in conjunction with other
assignments and conveyances and reconveyance of the rights called for herein.
4. Royalty: Grandway USA, Inc. hereby agrees to pay to SEI a royalty on all
sales of the Inventions which royalty shall be as follows:
A. Grandway USA, Inc. shall pay SEI a royalty of 15% of Net
Sales, (as defined below) for each unit of the Inventions sold
by Grandway USA, Inc. Net Sales shall be deemed to be the
gross sales price of a unit less the cost of freight, freight
insurance and sales taxes. Net Sales of the Inventions shall
be deemed to have been completed which shall trigger the
royalty obligation, when Grandway USA, Inc. has received
payment for the units sold. No royalty shall be due on any
sale until Grandway USA, Inc. receives payment for the order
to which the sale relates.
B. Royalties due hereunder shall be paid on a calendar quarter
basis and shall be paid within thirty (30) days after the end
of each calendar quarter for sales for which payment was
received within that calendar quarter. The four calendar
quarters shall be the period of January 1st through March 31st
as the first calendar quarter, April 1st through June 30th
shall be the second calendar quarter, July 1st through
September 30th shall be the third calendar quarter and October
1st through December 31st shall be the fourth calendar
quarter.
C. With each royalty payment, Grandway USA, Inc. shall deliver to
SEI a statement which shall show in detail (I) the number of
units sold during the preceding calendar quarter, (ii) the
gross selling price of the units and the deductions which
Grandway USA, Inc. has taken for freight, freight insurance
and sales taxes, (iii) the amount of royalties payable to SEI
as a result of such sale, and (iv) any other information
reasonably requested by SEI regarding sales of the Inventions
which will allow SEI to reasonably determine the basis upon
which the royalty is being paid. Any information provided to
SEI by Grandway USA, Inc., pursuant to this paragraph (C) or
any other paragraph of this Agreement, shall be deemed
confidential and privileged information of Grandway USA, Inc.
and is secret and proprietary and of great value to Grandway
USA, Inc. SEI' use of the information provided herein shall
only be for the sole and exclusive purpose of enabling SEI to
determine the basis upon which a royalty is being paid.
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D. Grandway USA, Inc. shall at all times keep accurate and
complete records showing all sales of the Inventions and shall
cause the same to be kept in sufficient detail to enable
royalties payable hereunder to be determined and to be checked
by representatives of SEI. Grandway USA, Inc. shall allow SEI,
or a representative of SEI, access to all of Grandway USA,
Inc.'s records regarding the Inventions as may be necessary in
SEI' reasonable opinion to determine Grandway USA, Inc.'s
compliance with this Agreement and the accuracy and
completeness of reports, statements and payment to be made
hereunder. All such records of Grandway USA, Inc. shall be
retained for a period of at least two (2) years after the
royalties to which such records relate have accrued and been
paid. Grandway USA, Inc. shall, upon two working day's prior
request, during normal business hours, provide reasonable
access to such records to SEI or an independent accounting
firm or such other agent of SEI, as SEI shall designate, for
purposes of investigation of the royalties, manufacturing and
other operations related to sales of the Inventions.
E. If, at any time, SEI' examination of the record of Grandway
USA, Inc. shall show that a royalty paid to SEI is in error by
5% or more, then Grandway USA, Inc. shall be obligated to pay
all of the costs incurred by SEI in examining the books of
Grandway USA, Inc. and all costs associated with SEI' efforts
to obtain full royalty due including reasonable attorney's
fees. Upon determining that an underpayment of the royalties
has been made, Grandway USA, Inc. shall immediately remit such
underpayment to SEI.
F. The obligation of Grandway USA, Inc., its successors or
assigns, to pay royalties to SEI continues after the
expiration of this Agreement for so long as is necessary to
account for all royalties due under this Agreement for
contracts or sales commitments made during the term of this
Agreement but for which payment will be received by Grandway
USA, Inc. after the termination of this Agreement.
G. Any payment due by Grandway USA, Inc. to SEI, i not paid when
due, shall immediately begin to accrue interest from the due
date until paid at the published prime rate or base rate of
Zions First National Bank, N.A. of Salt Lake City, UT, plus
3%, which interest shall be compounded monthly, until paid.
All royalty payments shall be made or sent to SEI or his
successors or assigns at 000 Xxxxx 000 Xxxx, Xxxx Xxxx Xxxx,
Xxxx, 00000, or such other address as SEI may specify from
time to time pursuant to the notice requirements hereof. All
payments shall be applied first to accrued interest and then
to the amount of the royalty due.
H. Notwithstanding any other agreement herein to the contrary,
Grandway USA, Inc. agrees that during each calendar year
Grandway USA, Inc. will pay SEI a yearly minimum royalty of
$1000.00 in order to maintain exclusive manufacturing and
marketing rights for the Inventions in the United States and
in foreign jurisdictions acquired pursuant to the provisions
of Section 2 hereof. Grandway USA, Inc. shall be entitled to
subtract from said minimum royalty, all royalties paid by
Grandway USA, Inc. to SEI which are attributable to sales
receipts during that calendar year as
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specified in Sections 4(A) and 4(B) hereof. The minimum
royalty for each calendar year shall be due and payable in
full within thirty (30) days after the end of each calendar
year. Any amount of the minimum royalty not paid when due
shall bear interest from the due date until paid at the same
rate as specified in paragraph 4(G) hereof. All payment shall
be applied first to accrued interest and then to the royalty
payment due. In the event that the yearly minimum royalty is
not paid after 30 days written notice from SEI, the exclusive
manufacturing and marketing rights shall be canceled. Grandway
USA, Inc. shall cease further manufacturing and marketing
except to liquidate product as defined in Section 5(D).
5. Security Interest: Grandway USA, Inc., for itself, its successors and
assigns, hereby grants to SEI a security interest in the Inventions, know as the
above referenced inventions listed in paragraph "Recitals" above, and all
preferred embodiments of said Inventions as disclosed in the Unites States
Patent Application. The security interest granted hereby shall include, but not
be limited to, all of Grandway USA, Inc.'s right, title and interest in the
Inventions as described in the Unites States Patent Application and in all
divisions, continuations and continuations in part of said Application, or
reissues or extensions of letters of patent or patents granted thereon and in
all corresponding applications filed in the United States and all patents issued
thereon in the United States. All of the above is hereinafter referred to as the
"Collateral".
A. Grandway USA, Inc. hereby warrant that there is no financing
statement now on file in any public office covering the
Collateral or any of the proceeds thereof and so long as any
royalties remain unpaid, Grandway USA, Inc. shall not execute
or file a financing statement or security agreement covering
the Collateral to anyone other than SEI, except for financing
statements or security agreements to Grandway USA, Inc.'s line
of credit lender or other lenders, which security interests
shall be junior to the security interest of SEI. Grandway USA,
Inc. agrees to sign or deliver one or more or other
instruments as SEI may from time to time require to comply
with the requirements of the Utah Uniform Commercial Code, the
commercial code of any other state or country or to properly
evidence the security interest of SEI in the United States
Patent Office or anywhere else where a filing is required to
make a record, preserve, perfect or protect the first priority
security interest in the Collateral granted by this security
agreement to SEI or to enforce the security interest of SEI,
and Grandway USA, Inc. shall pay all costs of filing such
statements or instruments. If Grandway USA, Inc. does not
execute such reasonable agreements, as SEI shall request, SEI
is hereby authorized to sign such statements or instruments on
behalf of Grandway USA, Inc. and Grandway USA, Inc. hereby
consents to the filing of such statements executed by SEI.
B. If Grandway USA, Inc. fails to make any payment or perform any
acts required by this Agreement or to take acts which SEI
reasonably deems advisable or necessary to preserve the
Collateral or priority or perfection of SEI' security
interest, SEI may advance funds for the same and Grandway USA,
Inc. shall immediately be obligated to reimburse SEI for all
advances so made and such advances shall be deemed part of the
Collateral and secured hereby and shall be immediately payable
to SEI. All
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payments required to be made in this Section 5(B) or in
Section 5(A) shall be paid within ten (10) days of Grandway
USA, Inc.'s receipt of an invoice from SEI and if not paid by
such date shall immediately bear interest at the rate
specified in Section 4(G) until paid. All payments shall be
applied first to accrued interest and then to the amount due.
C. Grandway USA, Inc. shall be in default hereunde if any of the
following events shall occur:
(I). Grandway USA, Inc. fails to pay when due any amounts
due by Grandway USA, Inc. to SEI at the time and in
the manner required hereunder;
(ii). Grandway USA, Inc. fails to perform an material
undertaking or breaches any material warranty in this
Agreement;
(iii). Anymaterial statement, representation or warranty of
Grandway USA, Inc. herein or in any other writing or
report at any time furnished by Grandway USA, Inc. to
SEI hereunder or in connection with the Inventions is
false in any material respect when made;
(iv). Grandway USA, Inc. becomes insolvent o makes an
assignment for the benefit of creditors or any
proceeding is instituted by or against Grandway USA,
Inc. alleging that Grandway USA, Inc. is insolvent or
unable to pay debts as they mature and such
proceeding is not dismissed within thirty (30) days
of such filing; or
(v). Grandway USA, Inc. shall transfer any interest in the
Collateral to any other party other than sales of
units of the Inventions in the normal course of
business for which Grandway USA, Inc. receives
reasonable compensation without the prior written
consent of SEI.
D. If, upon the occurrence of an event of default, and such
occurrence shall not have been cured within thirty (30) days
after the date of such occurrence, then SEI may send written
notice of such default to Grandway USA, Inc. In the case of
default in the payment of any amount due from Grandway USA,
Inc. to SEI, Grandway USA, Inc. shall have thirty (30) days
after such notice to cure the default. In the case of any
default other than the failure to make a payment required
hereby, Grandway USA, Inc. shall have sixty (60) days after
such notice to cure such default. If a default shall not have
been cured within the period specified above, then SEI shall
immediately have all the rights and remedies of a secured
party under the Utah Uniform Commercial Code or other
applicable law, and (I) all of Grandway USA, Inc.'s right,
title, and interest in the Inventions and all of the
Collateral shall immediately revert back to SEI, the original
owner, and Grandway USA, Inc. shall no longer have any right,
title, or interest therein or to make further sales of the
Inventions (except to liquidate any product which was ordered
and received prior to expiration of the thirty (30) or sixty
(60) day default period or received after the expiration of
the default period but ordered before and in which it was not
possible to stop shipment of the
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order) or in any way to exercise any rights with respect to
the Inventions or the collateral; (ii) Grandway USA, Inc.
shall immediately execute such documents of assignment or
other documents necessary to reconvey title to the collateral
to SEI; (iii) SEI may sell, license, or otherwise use or
dispose of, in whole or in part, any rights in the Collateral
to any other party immediately upon an event of default and
shall immediately have the right to take all action necessary
to obtain title of record in the Unites States Patent Office
to the Collateral or in any other office or agency necessary
in SEI' reasonable opinion to evidence SEI' ownership of the
Collateral after the date of an event of default which has not
been cured.
E. Grandway USA, Inc. shall pay all taxes and assessments of any
nature which may be levied or assessed against the Collateral;
Grandway USA, Inc. shall not permit or allow any adverse,
lien, security interest or encumbrance except as provided in
Section 5(A) hereof upon the Collateral and shall not permit
the collateral to be attached in any manner.
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F. Grandway USA, Inc. will not use the Collateral in violation of
any applicable statues, regulations or ordinances or this
Agreement.
G. All expenses of retaking and obtaining title to the Collateral
in SEI' including SEI' reasonable attorney fees and legal
expenses, shall be the obligation of Grandway USA, Inc.
H. No waiver by SEI of any default shall operate a a waiver of
any other default of or of the same default on a future
occasion. The taking of this security Agreement shall not
waive or impair any other security SEI may have or hereafter
acquire for the payment of the royalties or other obligations
due hereunder nor shall the taking of any such additional
security waive or impair this security agreement; all rights
of SEI hereunder shall inure to the benefit of his successors
or assigns and all promises or duties of Grandway USA, Inc.
shall bind its successors or assigns. Without affecting any
obligations of Grandway USA, Inc. under this agreement, SEI,
without notice or demand, may renew, extend or otherwise
change the terms and conditions of any obligations hereunder,
take or release any other collateral as security and add or
release any guarantor, surety or other party to any
obligations of Grandway USA, Inc. hereunder.
I. Grandway USA, Inc. shall execute all such documents as SEI
shall reasonably request necessary to evidence SEI' secured
position in the Collateral.
6. Term of Agreement. At the election of Grandway USA, Inc., Grandway USA, Inc.
may terminate this agreement upon thirty (30) days written notice to SEI at
anytime. If any patents shall be issued with respect to the Inventions, and
unless this Agreement is terminated earlier in accordance with the provisions
hereof, the Agreement shall remain in effect until the life of the patent or
patents issued and covering the Inventions shall have expired. In the case that
no patents are issued, the agreement will remain in full force and effect until
this Agreement is terminated in accordance with the provisions hereof. Upon the
expiration of such patents, or if this Agreement is terminated as defined
hereof, all right, title and interest of Grandway USA, Inc. or its successors or
assigns, in the Collateral shall be transferred to SEI or his successors or
assigns and shall immediately thereupon become the sole and exclusive property
of SEI or his successors or assigns.
7. Indemnification. Grandway USA, Inc. hereby agrees to indemnify and hold
harmless SEI, and his successors or assigns, from and against all liabilities,
claims, losses, damages, costs and expenses (including reasonable attorneys
fees) resulting from or connected with Grandway USA, Inc.'s breach of this
Agreement, including, but not limited to, breach of any covenant, warranty or
representation made by Grandway USA, Inc. hereunder.
8. Assignment. Grandway USA, Inc. shall have no right to make any assignment or
transfer of all or any part of its interest in the Inventions or the Collateral
without the prior written consent of SEI, which consent shall not be
unreasonably withheld. Any assignment or transfer of any interest in the
Collateral by Grandway USA, Inc. to any other party shall include provisions
which incorporate the terms of this Agreement and which shall
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specifically acknowledge and require the assignee or other party to recognize
the rights of SEI herein, to make the royalty payments required hereunder and to
have assignee grant to SEI a security interest in the Collateral as described
herein. SEI shall not assign his interest herein to any other party without the
prior written consent of Grandway USA, Inc., which consent shall not be
unreasonably withheld.
9. Marketing Efforts/Inventions Protection.
A. Grandway USA, Inc. agrees that as long as this Agreement is in
effect, Grandway USA, Inc. will use reasonable and good faith
efforts to manufacture and market the Inventions referred to
herein subject to market conditions that would make such
efforts a profitable venture.
B. In the event that any infringement of the patents acquired by
Grandway USA, Inc. comes to the attention of either party,
such party shall promptly notify the other party of the
infringement. Thereupon, the parties shall consult with a view
to reaching agreement as to ways and means of eliminating the
infringement. If either party desires to litigate the
infringement, and the other party refuses to do so or refuses
to bear one-half of the costs thereof, the party desiring
litigation may at its sole discretion, and as its sole cost
and expense, bring suit to restrain such infringement and may
join the refusing parting as a party plaintiff in such suit.
SEI shall indemnify Grandway USA, Inc. against all liability,
loss, damage, or expense resulting from any suit brought
against Grandway USA, Inc. for patent infringement based on
the use, sale or other disposition of the Inventions or any
other products claimed in the referenced patents. However,
this right of indemnification shall be limited so as not to
exceed the aggregate amount of royalties paid to SEI under
this Agreement. Grandway USA, Inc. shall have control of the
defense in such suit and in all negotiations relating to its
settlement.
10. Miscellaneous.
A. Notices. All notices, demands and other communications
hereunder shall be in writing and shall be sufficient if
mailed by certified mail, return receipt requested and postage
prepaid to the parties or their permitted assignees at the
following addresses:
To: Grandway USA, Inc.: Grandway USA, Inc.
000 Xxxx 0000 Xxxxx
Xxxx Xxxx Xxxx, XX 00000
To: Scientific Energy, Inc. Scientific Energy, Inc.
000 Xxxxx 000 Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000
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Notice shall be deemed to have been given and received (1)
when actually received if delivered in person or (2) on the
date two business days after such notice has been mailed in
the manner described herein. Any party herein may, at any
time, upon giving notice as specified herein, designate
another address in substitution of the foregoing address to
which such notice shall be given and to which all notices
thereafter shall be sent.
B. Severability. Any provision hereof prohibited or deemed
unlawful or unenforceable under applicable law of any
jurisdiction shall, as to such jurisdiction, be ineffective
without affecting any other provision of this Agreement. To
the full extent, however, that the provisions of such
applicable law may be waived, they are hereby waived to the
end that this Agreement be deemed to be a valid and binding
agreement and enforceable in accordance with its terms. In the
event that any term or provision of this agreement shall be
held invalid by a competent court or government agency, the
remainder of this Agreement shall not be affected thereby and
the parties hereto shall continue to be bound by the remaining
terms hereof. In such event, the relevant term or provision
(or should such terms or provisions be a crucial element of
this Agreement) then the entire Agreement shall be
renegotiated by the parties in a good faith effort to achieve
mutual agreement consistent with such holding and shall
continue to perform under this Agreement in a manner
consistent with its intention and objectives.
C. Further Action. The parties agree to execute and deliver all
documents, provide information and take or forebear from all
such action as may be necessary or appropriate to achieve the
purposes of this Agreement.
D. Applicable Law and Jurisdiction. This Agreemen shall be
governed by and construed in accordance with the laws of the
State of Utah without reference to choice of law remedies. The
parties hereto subject themselves to the jurisdiction of the
courts of the State of Utah and agree that the exclusive venue
and place of jurisdiction for any lawsuit arising under or
relating to this Agreement shall be in the State of Utah.
E. Binding Effect. This Agreement shall be bindin upon and shall
inure to the benefit of the parties and their respective
successors, legal representatives and assigns; provided that
this provision shall not be construed as permitting the
assignment, substitution, delegation or other transfer of
rights or obligations except strictly in accordance with the
other provisions of this Agreement.
F. Integration. This Agreement constitutes the entire agreement
between the parties pertaining to the subject matter hereof
and supersedes all prior agreements and understandings
pertaining thereto. No covenant, representation or condition
not expressed in this Agreement shall affect or be deemed to
interpret, change or restrict the express provisions hereof.
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G. Relationship of the Parties. Neither Grandway USA, Inc., or
SEI nor any of their officers, directors, partners, employees,
or agents shall be deemed to be the representative, agent or
employee of the other for any purpose whatsoever. Nor shall
they, or any of them, have any right or authority to assume or
create an obligation of any kind or nature, express or
implied, on behalf of such other, nor to accept service of any
legal process addressed to or intended for such other.
H. Cooperation. The parties agree to promptly cooperate in good
faith to carry out the provisions of this Agreement and the
activities contemplated hereby and shall all cooperate in good
faith to resolve any disputes or differences which may arise
in connection with the provisions hereof and the activities
contemplated hereby.
I. Titles and Captions. The article and section titles or
captions of this Agreement are for convenience only and shall
not be deemed part of this Agreement and shall in no way
define, limit, augment or extend or describe the scope,
content or intent of any part or parts of this Agreement.
J. Authorization. Each individual executing this Agreement does
hereby represent and warranty to each other person so signing
(and each other entity for which another person may be
signing) that he or she has been duly authorized to execute
this Agreement in the capacity and for the entity set forth
where he or she signs.
K. Attorney's Fees. If any action is brought to recover for
breach of this Agreement, or any payment or other amount under
this Agreement because of any default under this Agreement, to
enforce or interpret any of the provisions of this Agreement,
or for recovery of possession of the patents or collateral
hereunder, the party prevailing in such action shall be
entitled to recover from the other reasonable attorneys' fees
(including those incurred in connection with any appeal), the
amount of which shall be fixed by the court and made a part of
any judgement rendered. Grandway USA, Inc. shall be
responsible for all costs and expenses, including, without
limitation, attorney's fees, that SEI incurs in any case or
proceeding involving Grandway USA, Inc. under or related to
any bankruptcy or insolvency proceeding involving Grandway
USA, Inc. SEI shall be responsible for all costs and expenses,
including, without limitation, the attorney's fees, that
Grandway USA, Inc. incurs in any case or proceeding involving
SEI under or related to any bankruptcy or insolvency
proceeding involving SEI.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
Scientific Energy, Inc., a Utah corporation
000 Xxxxx 000 Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000
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By: /S/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx, President
Grandway USA, Inc., a Utah corporation
000 Xxxx 0000 Xxxxx
Xxxx Xxxx Xxxx, XX 00000
By: /S/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx, President
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COVER LETTER
XXXXXXX X. XXXXXXX
ATTORNEY AT LAW
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxx, Xxxx 00000
Phone: (000) 000-0000 Fax: (000) 000-0000
January 27, 2004
Securities and Exchange Commission
Attention Filing Desk: Stop 1-4
000 Xxxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Via EdgarLink
Re: Scientific Energy, Inc.
Registration statement on Form 10-SB
Commissioners:
On behalf of Scientific Energy, Inc. (the "Registrant") in connection
with its registration statement on Form 10-SB, and pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, and the applicable rules and
regulations thereunder, please find herewith the following:
One complete copy with exhibits of the registration statement.
The Registrant would like the registration statement declared effective
as soon as practical and accordingly, would appreciate the Commission Staff's
assistance in this regard.
Please direct your comments or questions with respect to the
registration statement and the enclosed materials to the undersigned by
telephone at (000) 000-0000, or by FAX at (000) 000-0000.
Yours truly,
Xxxxxxx X. Xxxxxxx
:ae
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