ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT (the "Agreement") is made effective as of this day
of 13th day of January, 2004, by and among NEW MEDIUM ENTERPRISES, INC., a
Nevada corporation ("NMEN" or "Buyer") with the principal office located at 0000
00 Xx., Xxxxxxxx, XX 00000, and MULTIDISK, LTD. a Nevis corporation ("MultiDisk"
or "Seller") with the principal office located at Merchant House, 00 Xxxxxxxxx
Xxxxxx. Xxxxxx XX0 0XX. Xxxxxx Xxxxxxx
RECITALS:
A. Buyer desires to purchase from Seller the Purchased Assets and assume the
Assumed Liabilities only, on the following terms and conditions; and
B. Seller desires to sell to Buyer the Purchased Assets and assign to Buyer the
Assumed Liabilities, on the following terms and conditions. C. All
parties
understand that this Agreement is conditional on Buyer obtaining shareholder
approval. NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants, representations, warranties, conditions, and agreements
hereinafter expressed, the Parties agree as follows:
ARTICLE I. DEFINITIONS
In addition to those capitalized terms defined throughout this Agreement, the
following terms shall have the meanings ascribed to them here below:
1.1 "Closing" means the consummation of the transactions contemplated by this
Agreement.
1.2 "Closing Date" means within three (3) business days that this transaction is
consented to by NMEN's shareholders.
1.3 "Effective Time" means the effective time of the Closing, which shall be as
of 11:59 p.m. on the day preceding the Closing Date.
1.4 "Person" means any natural person, any corporation, partnership, limited
liability company, limited liability partnership, joint venture, association,
company, or other legal entity, and any Government.
ARTICLE II. PURCHASE AND SALE OF PURCHASED
2.1 ASSETS TO BE PURCHASED:
(a)Subject to the terms and conditions hereof on the Closing Date, and as of the
Effective Time, Seller shall sell to Buyer, free and clear of all liens, claims,
restrictions or encumbrances of any kind, unless otherwise provided herein, all
assets and property and associated rights and interests, real, personal, and
mixed, tangible and intangible, of whatever kind, owned, used or held for use by
Seller (the "Purchased Assets") in connection with the business and operations
of Seller (the "Business"). Without limiting the generality of the foregoing,
the Purchased Assets include the following items:
(i) All assets reflected and/or described on the asset list attached as Schedule
A;
(ii) All accounts receivable of Seller in connection with the Business;
(iii) All contracts of Seller with customers, all contracts for the leasing of
equipment by Seller and all of Seller's software licenses or other intellectual
property licenses;
(iv) All permits, approvals, licenses and certifications issued to Seller by any
government authority or by a private testing or certifying authority in
connection with the Business, to the extent assignable under the terms thereof
and applicable law;
(v) All patents, trademarks, service marks, trade names, corporate names,
copyrights, and copyrighted works; registrations thereof and applications
therefore; trade secrets, software (whether in source code or object code),
firmware, mask works, programs, inventions, discoveries, proprietary processes,
and items of proprietary know-how, information, data or intellectual property,
proprietary prospect lists, customer lists, projections, analyses, and market
studies; and licenses, sublicenses, assignments, and agreements in respect of
any of the foregoing (the "Intellectual Property"), documentation thereof and
the goodwill associated therewith and the right and power to assert, defend and
recover title thereto in the same manner and to the same extent as Seller could
or could cause to he done if the transactions contemplated hereby did not occur,
and the right to recover for past damages on account of the infringement,
misuse, or theft thereof.
(vi) All records, including business, computer, engineering, and other records,
and all associated documents, discs, tapes, and other storage or recordkeeping
media of Seller prepared or held in connection with the Business, including but
not limited to all sales data, customer lists, accounts, bids, contracts,
supplier records, and other data and information of the Business, excluding
corporate minute books of Seller;
(vii) All rights and claims against others under contracts; and
(viii) All other claims against others, rights, and choses in action,
liquidated or unliquidated, of Seller arising from the Business, including those
arising under insurance policies.
(b)Notwithstanding the provisions of Section 2.1(a), the Purchased Assets shall
not include the assets reflected and/or described on the asset list as excluded
assets within Schedule A, which excluded assets shall be retained by Seller (the
"Excluded Assets").
2.2 Assumed Liabilities. See Schedule B.
2.3 Consideration. The consideration to be paid by Buyer to Seller shall be as
follows:
1. Upon Closing NMEN will have available in cash held at the account of New
Medium Enterprises, Inc. at HSBC, to be available to New Medium Enterprises,
Inc. post acquition, after shareholder approval, the sum equal to $287,500.00 of
which $77,500.00 shall be paid to extinguish the Visson Loan and $25,000 to the
broker and distributed as provided herein. Said sum to be utilized by New Medium
Enterprises, Inc. in accordance with a use of proceeds Schedule O.
2. In addition, NMEN will have available in cash held at the account of New
Medium Enterprises, Inc. at HSBC "New Account" with the sum of $302,000 to be
available to PG Engineering S.A. after shareholder approval, for the development
of the prototype, utilized by PG Engineering in accordance with use of proceeds
Schedule O -
3. Upon Shareholder Approval of the acquisition, NMEN will expeditiously issue
38,557,7777 of its common shares to Seller or their designees as follows:
Southwark Properties 5,822,278
Southwark Properties
187,500
-----------
4,200,000
-----------
Trans Federal Corp
3,700,000
-----------
Trans Federal Corp
843,750
-----------
May Ltd.
23,304,249
-----------
Greyling- broker
500,000
-----------
Total .
38, 557,777
-----------
In addition, NMEN agrees to undertake an additional $87,000 for the special
development fee to be payable as follows: Said $87,000 shall only be payable
after New Medium Enterprises, Inc. raised and received additional funds equal to
the sum of a minimum of $500,000.00 net, and only provided such funds are
available for use by NMEN directly or through a subsidiary for which NMEN has
the authority to instruct the milestone payment, provided that such an action
would not be in contravention of existing agreements between NMEN and such
subsidiary. In the event that a subsidiary raises funds into such subsidiary,
NMEN will exercise best efforts to obligate such subsidiary to the milestone
payment under these terms.
5.NMEN shall take all steps necessary to receive shareholders approval of the
acquisition.
2.4 Closing. The Closing shall take place at 12:00 p.m. on the Closing Date at
the offices of Rimberg & Associates, P.C., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx.
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby make the following representations and warranties, each of which
is true and correct on the date hereof and each of which shall be true and
correct on the Closing Date and shall survive the Closing Date and the
transactions contemplated hereby.
3.1 Corporate Existence and Power of Seller.
Seller is a corporation duly incorporated, validly existing and in good standing
under the laws of the State of Nevis. Except as set forth on the attached
Schedules, Seller has the corporate power and authority to own and use its
assets and to transact the business in which it is engaged, holds all
franchises, licenses and permits necessary and required therefore, is duly
licensed or qualified to do business as a foreign corporation and is in good
standing in each jurisdiction where such license or qualification is required.
Seller has the corporate power to enter into this Agreement, to perform its
obligations hereunder, and to consummate the transactions contemplated hereby.
3.2 Approval and Enforceability of Agreement. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized, approved and ratified by all necessary action on the part of
Seller. Certified copies of all required resolutions, authorizations, consents,
approvals and/or ratifications have been provided to Buyer and no such
resolution, authorization, consent or approval has been altered, amended,
rescinded, repealed or revoked. Seller has full authority to enter into and
deliver this Agreement, to perform its obligations hereunder, and to consummate
the transactions contemplated hereby. Assuming the due execution and delivery
hereof by Buyer, this Agreement is the legal, valid and binding obligation of
Seller, enforceable against Seller according to its terms.
3.3 Financial Statements. True and correct copies of the balance sheets of
Seller for the period ending November 10, 2003(assets and liabilities only) (the
"Financial Statements"), have been provided to Buyer on or before the date
hereof. The Financial Statements are true, complete and correct in all material
respects, present fairly the financial position, results of operations, and cash
flows of the Business at the dates and for the periods indicated, and have been
prepared in accordance with generally accepted accounting principles
consistently applied.
3.4 Events Subsequent to November 10, 2003. Since November 10, 2003, except as
set forth on Schedule D, there has been no (a) material adverse changes in the
Purchased Assets or in the results of financial operations of Seller or its
business ("Material Adverse Change"), and no Material Adverse Change will arise
as a result of the consummation of the transactions contemplated hereby; (b)
transaction entered into or carried out by Seller other than in the ordinary
course of the Business; (c) borrowing or incurrence of any indebtedness,
contingent or other, by or on behalf of Seller, or any endorsement, assumption,
or guarantee of payment or performance of any indebtedness or liability of any
other Person or entity by Seller; and (d) commitment or agreement by Seller to
do any of the foregoing items (b) or (c).
3.5 Undisclosed Liabilities. Seller does not have any liabilities whatsoever,
known or unknown, asserted or unasserted, liquidated or unliquidated, accrued,
absolute, contingent, or otherwise, and there is no basis for any claim against
Seller for any such liability except (a) to the extent set forth in the
Financial Statements.
3.6 Taxes. All tax and information returns required to be filed by Seller on or
prior to the Closing Date with respect to taxes imposed on or assessed to Seller
have been or will be timely filed. All amounts shown on each of such returns
have been paid or will be paid when due. Any taxes which are to be assumed by
Buyer in respect of the Purchased Assets which at the Closing Date are not yet
due and owing will be adequately reflected on Schedule B. There are no grounds
for the assertion or assessment of any taxes against Seller, the Purchased
Assets or the Business . Neither the Purchased Assets nor the Business are
encumbered by any liens arising out of any unpaid taxes and there are no grounds
for the assertion or assessment of any liens against the Purchased Assets or the
Business in respect of any taxes. The transactions contemplated by this
Agreement will not give rise to (i) the creation of any liens against the
Purchased Assets or the Business in respect of any taxes or (ii) the assertion
of any additional taxes against the Purchased Assets or the Business. There is
no action or proceeding or unresolved claim for assessment or collection,
pending or threatened, by, or present or expected dispute with, any government
authority for assessment or collection from Seller of any taxes of any nature
affecting the Purchased Assets or the Business There is no extension or waiver
of the period for assertion of any taxes against Seller affecting the Purchased
Assets or the Business. None of the Purchased Assets are subject to a tax
indemnification agreement.
3.7 Personal Property - Owned. Except as set forth on Schedule A hereto, Seller
has good and marketable title to all personal property included in the Purchased
Assets, including in each case all personal property reflected in the Financial
Statements or acquired after the date thereof (except any personal property
subsequently sold in the ordinary course of the Business), free and clear of all
liens, claims and encumbrances and there exists no restriction on the use or
transfer of such property.
3.8 Real and Personal Property - Leased to Seller. Set forth on Schedule G
hereto is a copy of each lease under which Seller is the lessee of any real
property in connection with the Business, and on Schedule G hereto is a
description of each lease under which Seller is the lessee of any personal
property in connection with the Business. Seller has delivered to Buyer a true,
correct and complete copy of each lease identified on Schedule G. The premises
or property described in said leases are presently occupied or used by Seller as
lessee under the terms of such leases. Except as set forth on Schedule G, all
rentals due under such leases have been paid and there exists no default under
the terms of any such leases and no event has occurred which, upon passage of
time or the giving of notice, or both, would result in any event of default or
prevent Seller from exercising and obtaining the benefits of any rights or
options contained therein. Seller has all right, title and interest of the
lessee under the terms of said leases, free of all liens and all such leases are
valid and in fill force and effect. Except as set forth on Schedule G, no
consent is necessary for the assignment to Buyer of such leases under which
Seller is lessee, Upon the Closing, Buyer will have all right, title and
interest of the lessee under the terms of such leases, free of all liens. There
is no default or basis for acceleration or termination under, nor has any event
occurred nor does any condition exist which, with the passage of time or the
giving of notice, or both, would constitute a default or basis for acceleration
under any underlying lease, agreement, mortgage or deed of trust which default
or basis for acceleration would adversely affect any lease described on
Schedules G or the property or use of the property covered by such lease.
Subject to any consent required of a lessor as set forth on Schedule G, there
will be no default or basis for acceleration under any such underlying lease,
agreement, mortgage or deed of trust as a result of the transactions provided
for in this Agreement.
3.9 Intellectual Property.
(a) Schedule H contains a true, complete and accurate list of all
Seller's
Intellectual Property.
3.10 Necessary Property and Transfer of Purchased Assets. The Purchased Assets
and the Assumed Liabilities constitute all of Seller's property and property
rights now used, useful or necessary for the conduct of the Business in the
manner and to the extent presently conducted and planned by Seller. No such
assets or property are in the possession of others with the exception of the
equipment which is being utilized by (Scientific Team) and Seller holds no
property on consignment. Except as set forth on Schedules A and B hereto, no
consent is necessary to, and there exists no restriction on, the transfer of any
of the Purchased Assets or the assignment of the Assumed Liabilities to Buyer.
There exists no condition, restriction or reservation affecting the title to or
utility of the Purchased Assets or Assumed Liabilities which would prevent Buyer
from occupying or utilizing the Purchased Assets or enforcing the rights under
the Assumed Liabilities, or any part thereof to the same full extent that Seller
might continue to do so if the sale and transfer contemplated hereby did not
take place. Upon the Closing, good and marketable title to the Purchased Assets
and the rights under the Assumed Liabilities shall be vested in Buyer free and
clear of all liens, claims and encumbrances.
3.11 Use and Condition of Property. Seller shall take all action necessary to
provide to Buyer the benefit of all manufacturer's warranties and maintenance
contracts covering equipment included in the Purchased Assets, to the extent
that such warranties exist and are in the possession of the Seller. Seller has
taken no action nor has Seller failed to take any action that might nullify or
release any such manufacturer from any liabilities under such warranties or
maintenance contracts. EXCEPT AS PROVIDED HEREIN, NO REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO THE PHYSICAL CONDITION OR FITNESS
FOR A PURPOSE OR PARTICULAR USE OF THE EQUIPMENT INCLUDED IN THE PURCHASED
ASSETS, IT BEING UNDERSTOOD THAT SUCH EQUIPMENT IS ACQUIRED OR PURCHASED BY
BUYER IN AN "AS IS" CONDITION.
3.12 Licenses and Permits. Set forth on Schedule E hereto is a description of
each license or permit held or pending for the Seller, which licenses or permits
are required for the conduct of the Business together with the name of the
government agency or entity that issues such license or permit. Such licenses
and permits are valid and in full force and effect or are pending, as indicated
on Schedule E. Except as noted on Schedule E, such licenses and permits are
freely transferable by Seller, and upon Closing, Buyer will have the right,
title and interest of the holder thereof.
3.13 Contracts-Disclosure. Set forth on Schedule F is a list of all contracts of
Seller. Each contract is a valid and binding obligation of the parties thereto,
enforceable in accordance with its terms, and in full force and effect. No party
to any contract is in breach or violation thereof or default thereunder. No
event has occurred which, through the passage of time or the giving of notice,
or both, would constitute, and neither the execution of this Agreement nor the
Closing do or will constitute or result in, a breach or violation of or default
under any contract, or would cause the acceleration of any obligation of any
party thereto or the creation of a lien upon any Purchased Asset. Each such
contract will be duly assigned to Buyer on the Closing Date and upon such
assignment, Buyer will acquire all right, title and interest of Seller in and to
such contract and will be substituted for Seller under the terms of such
contract. Except as set forth on Schedule F, no consent is required for such
assignment.
3.14 No Breach of Law or Governing Documents. Seller has complied with and is
not in default under or in breach or violation of any applicable law' of any
government body, or the provisions of any franchise or license, or in default
under or in breach or violation of any provision of its articles or certificate
of incorporation or its bylaws. Neither the execution of this Agreement nor the
Closing will constitute or result in any such default, breach or violation. No
government permits or consents are necessary to effect the transactions
contemplated hereby.
3.15 Litigation and Arbitration. Except as set forth on Schedule I hereto, there
is no suit, claim, action or proceeding now pending or, to the best knowledge of
Seller, its officers and directors, threatened before any court, grand jury,
administrative or regulatory body, government agency, arbitration or mediation
panel or similar body, nor are there any grounds therefore, to which Seller,
officers or directors is a party or which may result in any judgment, order,
decree, liability, award or other determination which will, or could,
individually or in the aggregate, result in a Material Adverse Change. No such
judgment, order, decree or award has been entered against Seller nor has any
such liability been incurred which has, or could have, such effect. There is no
claim, action or proceeding now pending or threatened before any court, grand
jury, administrative or regulatory body, government agency, arbitration or
mediation panel or similar body which will, or could, prevent or hamper the
consummation of the transactions contemplated by this Agreement, Seller, its
officers and directors are not now nor have been threatened or subject to, and
there are no grounds for, any suit, claim, litigation, proceeding
(administrative, judicial, or in arbitration, mediation or alternative dispute
resolution), government or grand jury investigation, or other action or order,
writ, injunction, or decree of any court or other Government relating to
personal injury, death, or property or economic damage arising from products of
the Seller.
3.16 Indebtedness to and from Officers, Directors and Others.
Except as set forth on Schedule B, (a) Seller is not indebted to any
shareholder, director, officer, employee or agent of Seller except for amounts
due as normal salaries, wages and bonuses and in reimbursement of ordinary
expenses on a current basis and (b) no shareholder, director, officer, employee
or agent of Seller is indebted to Seller except for advancements for ordinary
business expenses in a normal amount.
3.17 Labor Agreements and Employment Agreements. Except as set forth on Schedule
F, Seller is not a party to (a) any union collective bargaining, works council,
or similar agreement or arrangement, or (b) any written or oral employment
agreement. True, correct and complete copies of all documents creating or
evidencing any agreement or arrangement listed on Schedule F have been delivered
to Buyer. Seller is in compliance in all material respects with all laws
respecting employment conditions and practices, has withheld and paid all
amounts required by applicable law to be withheld from the wages and salaries of
its employees, and is not liable for any arrears of wages or any taxes (other
than wages and taxes that have not become due or payable) or penalties for
failure to comply with any of the foregoing,
3.18 Employee Benefit Plans.
Except as set forth on Schedule J, Seller has no pension, thrift, savings,
profit sharing, retirement, incentive bonus or other bonus, medical, dental,
life, accident insurance, benefit, employee welfare, disability, group
insurance, stock appreciation, stock option, executive or deferred compensation,
hospitalization or other similar fringe or employee benefit plans, programs or
arrangements. Each such employee plan or agreement has been furnished to Buyer.
Seller is in compliance with all provisions of the Employee Retirement Security
Act of 1934, as amended ("ERJSA"). Buyer is not required under ERJSA or the
Internal Revenue Code of 1986, as amended (the "Code") to establish, maintain or
continue any employee plan agreement maintained by Seller. The consummation of
the transactions contemplated by this Agreement will not (A) entitle any current
or former employee of Seller to severance pay, unemployment compensation or any
other payment, (B) accelerate the time of payment or vesting, or increase the
amount of compensation due to any such employee or former employee, (C) result
in any prohibited transaction described in Section 406 of ERISA or Section 4975
of the Code for which an exemption is not available, or (D) give rise to the
payment of any amount that would not be deductible pursuant to the terms of
Section 280G of the Code.
3.19 Insurance Policies. Set forth on Schedule A hereto is a list of all
insurance policies and bonds in force covering or relating to the Purchased
Assets or the Business. Policies thereon described evidence insurance in such
amounts and against such risks and losses as are generally maintained with
respect to comparable businesses and properties.
3.20 Broker's Fees. Seller has retained Greyling as the broker and has agreed to
pay said broker under separate agreement $25,000 in cash and allocate 500,000
shares of NMEN stock from the consideration enumerated herein to the seller and
for the denominations referenced in Schedule Q.
3.21 Books and Records.
The books of account, stock record books and minute books and other corporate
records of Seller are in all material respects complete and correct, have been
maintained in accordance with good business practices and the matters contained
therein are accurately reflected on the Financial Statements. The minute books
and stock books of Seller have been made available to Buyer and are correct and
complete to the date hereof Disclosure. No representation or warranty of Seller
herein and no statement, information or certificate furnished or to be furnished
by or on behalf of Seller pursuant hereto or in connection with the transactions
contemplated hereby contains or will contain any untrue statement of a material
fact or omits or will omit to state a material fact necessary in order to make
the statements contained herein or therein not misleading.
Solvency of Seller.
Since its inception and through the Closing Date, Multidisk has been and will be
solvent. "Solvent" shall mean, for purposes of application of this provision,
that: (i) the fair saleable value of Multidisk's property is in excess of the
total amount of its debts; and (ii) Multidisk is able to pay its debts as they
mature.
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby makes the following representations and warranties each of which is
true and correct on the date hereof and each of which shall be true and correct
on the Closing Date and shall survive the Closing Date and the sale contemplated
hereby,
4.1 Corporate Existence of Buyer. Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada. Buyer has
the corporate power and authority to own and use its properties and to transact
the business in which it is engaged. As of the date hereof, NME is qualified to
do business in New York. NME does not own any shares of capital stock or other
interest in any corporation, partnership, association or other entity except as
disclosed in prospectuses, registration statements and reports filed with the
Securities and Exchange Commission (the "Commission") and publicly available on
the Commission's XXXXX Filing System (collectively "SEC Documents").
4.2 Approval of Agreement. Subject to shareholder approval, this Agreement and
the consummation of the transactions contemplated hereby have been duly
authorized, approved and ratified by all necessary action on the part of Buyer.
Certified copies of all required resolutions, authorizations, consents,
approvals and/or ratifications have been provided to Seller and no such
resolution, authorization, consent or approval has been altered, amended,
rescinded, repealed or revoked. Buyer has full authority to enter into and
deliver this Agreement, to perform its obligations hereunder, and to consummate
the transactions contemplated hereby. Assuming the due execution and delivery
hereof by Seller, this Agreement is the legal, valid and binding obligation of
Buyer, enforceable against Buyer in accordance with its terms,
4.3 No Breach of Articles or Indentures. The execution of this Agreement and the
consummation of the transactions contemplated hereby has not and will not
constitute or result in the breach of any of the provisions of, or constitute a
default under, the operating agreement of Buyer, or any material indenture,
evidence of indebtedness or other commitment to which Buyer is a party or by
which it is bound, which breach of default would have a material adverse effect
on the consummation of the transactions contemplated by this Agreement.
4.4 Broker's Fees. Buyer has not retained any broker, finder or agent or agreed
to pay any broker's fees, finder's fees or commissions with respect to the
transactions contemplated by this Agreement.
4.5 Capitalization. The number of shares of Company Stock to be authorized for
shareholder approval shall be 200,000,000 (currently 100,000,000), and the
number of common shares outstanding is currently 19,541,444 and subject to
shareholder approval shall be increased to 92,147,220. NME has not issued any
shares of capital stock which could give rise to claims for violation of any
federal or state securities laws (including any rules or regulations promulgated
thereunder) or the securities laws of any other jurisdiction (including any
rules or regulations promulgated thereunder).
4.6 Financial Statements. The SEC Documents contain the (i) audited balance
sheets of NME as of June 30, 2003, June 30, 2002 June 30, 2001 and June 30, 2000
(including the notes thereto), and the related statements of operations, cash
flows and shareholders' equity (deficit) for each of the years then ended, and
(ii) unaudited balance sheets of NME as of December 31, 2001 through September
30, 2003, (including any notes thereto), and the related statements of
operations, cash flows and shareholders' equity (deficit) for each of the
periods then ended (collectively, the "NME Financial Statements"). The NME
Financial Statements fairly present the financial condition and the results of
operations, changes in stockholders' equity and cash flows of NME at the
respective dates of and for the periods referred to in the NME Financial
Statements, which were prepared in conformity with GAAP, consistently applied.
4.7 Financial Statement Compliance. NME's Financial Statements have been
prepared in accordance with Regulation S-X or S-B, as applicable, adopted under
the 1934 Act, for the periods specified. Absence of Certain Changes or Events.
Except as disclosed in the SEC Documents, and except as expressly set forth in
this Agreement, NME has not, since June 30, 2003 (i) issued, sold, granted or
contracted to issue, sell or grant any of its stock, notes, bonds, other
securities or any option to purchase any of the same;
4.9 Litigation and Arbitration. There is no suit, claim, action or proceeding
now pending or, to the best knowledge of Buyer, its officers and directors,
threatened before any court, grand jury, administrative or regulatory body,
government agency, arbitration or mediation panel or similar body, nor are there
any grounds therefore, to which Buyer, officers or directors is a party or which
may result in any judgment, order, decree, liability, award or other
determination which will, or could, individually or in the aggregate, result in
a Material Adverse Change. No such judgment, order, decree or award has been
entered against Buyer nor has any such liability been incurred which has, or
could have, such effect. There is no claim, action or proceeding now pending or
threatened before any court, grand jury, administrative or regulatory body,
government agency, arbitration or mediation panel or similar body which will, or
could, prevent or hamper the consummation of the transactions contemplated by
this Agreement, Buyer, its officers and directors are not now nor have been
threatened or subject to, and there are no grounds for, any suit, claim,
litigation, proceeding (administrative, judicial, or in arbitration, mediation
or alternative dispute resolution), government or grand jury investigation, or
other action or order, writ, injunction, or decree of any court or other
Government relating to personal injury, death, or property or economic damage
arising from products of the Buyer.
ARTICLE V. CLOSING 5.1 Deliveries by Seller. On the Closing Date, Seller shall
deliver or cause to be delivered the following to Buyer:
(a) Xxxx of Sale. Seller shall deliver a Xxxx of Sale in form and substance as
attached hereto as Schedule K, and any other necessary or appropriate documents
conveying to Buyer good and marketable title to the Purchased Assets; and
(b) Assignment and Assumption Agreement. Seller shall deliver an Assignment and
Assumption Agreement in form and substance as attached hereto as Schedule L,
with related consents, if any are so required.
5.2 Deliveries by Buyer On the Closing Date, Buyer shall deliver, or cause to be
delivered to Seller.
(a) Payment of Purchase Price. Seller shall receive from Buyer the Purchase
Price and the Assignment and Assumption Agreement, duly executed by Buyer.
(b) Member's Interest. One or more certificates representing the Member's
Interests described in Section 2.3(c).
(c) Employment Contract. Buyer shall have executed separate employment
agreements with in form and substance as set forth in Schedule M
ARTICLE VI.INDEMNIFICATION
6.1 Indemnification of Buyer.
Seller hereby agrees to indemnify and hold Buyer, its shareholders, directors,
officers, employees, Affiliates, successors, assigns and agents of each of them
(collectively, the "Indemnified Parties") harmless from, against and in respect
of, and waives any claim for contribution or indemnity with respect to, any and
all claims, losses, damages, liabilities, expenses or costs ("Losses"), plus
reasonable attorneys' fees and expenses incurred in connection with Losses
and/or enforcement of this Agreement, plus interest from the date incurred
through the date of payment at the prime lending rate as published in the Wall
Street Journal from time to time prevailing (in all, "Indemnified Losses")
incurred or to be incurred by any of them (a) to the extent resulting from or
arising out of, or alleged to result from or arise out of, any breach or
violation of the representations, warranties, covenants or agreements of Seller
contained in this Agreement, or in any exhibit, statement, schedule,
certificate, instrument or document delivered pursuant hereto, including
provisions of this Article VII, and (b) to the extent resulting from or arising
out of, or alleged to result from or arise out of, any liability or obligation
of Seller not expressly assumed by Buyer hereunder.
6.2 Indemnification of Seller. Buyer hereby agrees to indemnify and hold Seller,
its shareholders, directors, officers, employees, Affiliates, successors,
assigns and agents of each of them (collectively, the "Indemnified Parties")
harmless from, against and in respect of, and waives any claim for contribution
or indemnity with respect to, any and all claims, losses, damages, liabilities,
expenses or costs ("Losses"), plus reasonable attorneys' fees and expenses
incurred in connection with Losses and/or enforcement of this Agreement, plus
interest from the date incurred through the date of payment at the prime lending
rate as published in the Wall Street Journal from time to time prevailing (in
all, "Indemnified Losses") incurred or to be incurred by any of them to the
extent resulting from or arising out of, or alleged to result from or arise out
of, any breach or violation of the representations, warranties, covenants or
agreements of Buyer contained in this Agreement, or in any exhibit, statement,
schedule, certificate, instrument or document delivered pursuant hereto.
6.3 Participation in Litigation. In the event any suit or other proceeding is
initiated against an Indemnified Party with respect to which Buyer alleges
Seller is or may be obligated to indemnify an Indemnified Party hereunder,
Seller shall be entitled to participate in such suit or proceeding, at its
expense and by counsel of its choosing, provided that (a) such counsel is
reasonably satisfactory to Buyer, and (b) Buyer shall retain primary control
over such suit or proceeding. Such counsel shall be afforded access to all
information pertinent to the suit or proceeding in question. Buyer shall not
settle or otherwise compromise any such suit or proceeding without the prior
consent of Seller, which consent shall not be unreasonably withheld, if the
effect of such settlement or compromise would be to impose liability on Seller,
hereunder.
6.4 Claims Procedure. In the event from time to time Buyer believes that it or
any other Indemnified Party has or will suffer any Losses for which Seller is
obligated to indemnify it hereunder, it shall promptly notify Seller in writing
of the matter, specifying therein the reason why Buyer believes that Seller is
or will be obligated to indemnify, the amount, if liquidated, to be indemnified,
and the basis on which Buyer has calculated such amount; if not yet liquidated,
the notice shall so state; provided, however, that the right of a person to be
indemnified hereunder shall not be adversely affected by a failure to give such
notice unless, and then only to the extent that, an Indemnifying Party is
prejudiced thereby. Seller shall pay any amount to be indemnified hereunder not
more than five days after receipt of notice from Buyer of the liquidated amount
to be indemnified.
ARTICLE VII. DISPUTE RESOLUTION
7.1 Scope; Initiation. Resolution of any and all disputes arising from or in
connection with this Agreement, whether based on contract, tort, statute or
otherwise, including, disputes over arbitrability or disputes in connection with
claims by third persons ("Disputes") shall be exclusively governed by and
settled in accordance with the provisions of this Article VII provided, that the
foregoing shall not preclude equitable or other judicial relief to enforce the
provisions hereof or to preserve the status quo pending resolution of Disputes
hereunder; and provided further that resolution of Disputes with respect to
claims by third persons shall be deferred until any judicial proceedings with
respect thereto are concluded. Either Party to this Agreement may commence
proceedings hereunder by delivery of written notice providing a reasonable
description of the Dispute to the other, including a reference to this Article
VII (the "Dispute Notice").
7.2 Arbitration. Arbitration shall be the sole and exclusive remedy for any
dispute, claim, or controversy of any kind or nature arising out of, related to,
or connected with this Agreement and the arbitration shall be governed by and
conducted in accordance with the Arbitration Agreement attached hereto and
incorporated herein by reference as Schedule N.
ARTICLE Vlll POST CLOSING
RESTRICTIONS AND CONDITIONS
8.1 Anti-Dilution and Splits. Except for reasonable dilution resulting from the
issuance of shares for the purposes of (i) recruiting senior management, (ii)
for financing purposes, or for the 2004 Company Stock Option Plan, or for other
purposes unanimously agreed to by all the Board of Directors of NMEN, NMEN shall
not be permitted, for a period of sixteen (16) months following the closing
date, to dilute the existing shareholders of NMEN, in any manner. This clause
shall survive closing.
8.2 Splits. NMEN shall not, for a period of two (2) years following the Closing
Date affects any reverse split. This clause shall survive closing.
8.3 Opinion Letters. It is agreed by the parties that the law offices of
Xxxxxxxx, Xxxxxxx & Xxxxxxxxxxx, PLLC or such successor firm that Xxxxxx
Xxxxxxx, Esq. shall be associated with shall be designated as counsel for the
issuance of all opinion letters for the sale of restricted shares or shares to
be issued upon the exercise of option for the current insiders as listed in
Schedule " P" and shall be paid by NMEN for such services. NMEN further
represents that is shall not take any action that will result in the delay or
obstruction of (i) bona fide sales of shares pursuant to Rule 144; or (ii)
timely receipt of common shares upon valid exercise of options along with any
appropriate provisions. NMEN acknowledges the importance of this provision and
agrees that if there is a breach of this provision, the injured parties may
recover treble damages and all attorneys' fees, costs and expenses associated
with enforcing their rights.
8.4 Officers & Board of Directors: OFFICERS:
Chairman & CEO - Xxxxx Xxxxxxxx
President - Fredrik Xxxx Xxxxx
Chief Operating Officer - Xx. Xxxx Xxxxx
Secretary: Xxxxxxx Xxxxxx
DIRECTORS:
Xxxxx Xxxxxxxx
Fredrik Xxxx Xxxxx
Xx. Xxxx Xxxxx
Resigning Officers and Directors
Xxx Xxxxxx
Xxxxx Xxxxxxxx
ARTICLE VlX. MISCELLANEOUS
9 .1 Assignment; Binding Agreement. Neither this Agreement nor any of Buyer's or
Sellers rights or obligations hereunder may be assigned without the other
Party's prior written consent. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and to their respective successors
and permitted assigns Nothing in this Agreement, express or implied, is intended
to confer upon any person other than the Parties and their respective successors
and permitted assigns, any tights, remedies or obligations under or by reason of
this Agreement.
9.2 Non-Disclosure of Information. Seller expressly covenants
and agrees that it will not at any time, directly or indirectly, on any basis
for any reason, use or permit third parties within their control or authority or
under their supervision to use any trade secrets, confidential information or
proprietary information of, or relating to, the Business ("Confidential
Information"), other than in furtherance of the Business Confidential
Information shall include, without limitation, data and other information
relating to any of such party's processes, apparatus, products, software,
packages, programs, trends in research, product development techniques or plans,
research and development programs and plans or any works and all secrets,
customer lists lists of haulers and carters, lists of employees, sales
representatives and their territories, mailing lists, details of consultant
contracts, pricing policies, operational methods, marketing plans or strategies,
business acquisition plans, new personnel acquisition plans, designs and design
projects and other confidential business affairs concerning the Buyer and the
Buyer's business~ Seller, Buyer or any Affiliate of Seller or Buyer, whether for
its own account or otherwise, and will not divulge such Confidential Information
to any Person other than in furtherance of this Business. Seller shall not be
prohibited from divulging information deemed to be a trade secret or
confidential or proprietary information of the Business; (i) if the specific
item of information becomes generally available to the public without violation
of this Agreement or any other confidentiality agreement among or between Buyer
and Seller, or (ii) if such disclosure is compelled by law, in which event
Seller agrees to give Buyer prior written notice of any disclosure to be made
pursuant to this subsection (ii), and Seller, at Buyer's expense, shall
cooperate fully with Buyer to obtain protective orders, confidential treatment
or other such protective action as may be available to preserve the
confidentiality of the information required to be disclosed.
9.3 Remedies. Nothing contained herein is intended to or shall be construed to
limit the remedies which either party may have against the other in the event of
a breach of or default under this Agreement, it being intended that any remedies
shall be cumulative and not exclusive.
9.4 Entire Agreement, Modification and Waiver. This Agreement, including the
Schedules attached hereto and the documents delivered pursuant hereto,
constitutes the entire agreement between the parties. No changes of,
modifications of, or additions to this Agreement shall be valid unless the same
shall be in writing and signed by all parties hereto. No action taken pursuant
to this Agreement, including any investigation by or on behalf of any Party,
shall be deemed to constitute a waiver by the Party taking the action of
compliance by the other Party with any representation, warranty, covenant or
agreement contained herein or in any document delivered pursuant hereto. The
waiver by any party hereto of any condition or of a breach of another provision
hereof shall not operate or be construed as a waiver of any other condition or
subsequent breach. The waiver by any party of any of the conditions precedent to
its obligations under this Agreement shall not preclude it for seeking redress
for breach of this Agreement other than with respect to the condition so waived.
9.5 Severability. If any provision of this Agreement shall be determined to be
contrary to law and unenforceable by any court of law, the remaining provisions
shall be severable and enforceable in accordance with their terms
9.6 Counterparts. This Agreement may be executed in one or more identical
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
9.7 Headings Interpretation. The table of contents and article and section
headings contained in this Agreement are inserted for convenience only and shall
not affect in any way the meaning or interpretation of the Agreement. Both
parties have participated substantially in the negotiation and drafting of this
Agreement and each party hereby disclaims any defense or assertion in any
litigation or arbitration that any ambiguity herein should be construed against
the draftsman.
9.8 Governing Law. This Agreement shall be construed and interpreted according
to the Laws of the State of New York, without regard to its principles of
conflicts of laws. Any proceeding brought by the parties to this Agreement shall
be brought in the Courts of the State of New York.
9.9 Payment of Taxes, Fees and Expenses. Each party hereto shall pay all fees
and expenses of such party's respective counsel, accountants and other experts
and all other expenses incurred by such party incident to the negotiation,
preparation and execution of this Agreement and the consummation of the
transaction contemplated hereby, including any finder's or brokerage fees.
Seller shall be solely liable for any and all taxes imposed on Seller as a
result of the transactions or otherwise arising from this Agreement.
9.10 Notices. Any notice, demand or communication required, permitted or desired
to be given hereunder shall be in writing and shall be deemed effectively given
when personally delivered, delivered by facsimile or other electronic means
(including telecopy and telex) or overnight courier, or five (5) days after
being deposited in the United States mail, postage prepaid, certified or
registered, return receipt required. All notices shall be addressed as follows:
If to Buyer:
New Medium Enterprises, Inc.
0000 00xx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
with a copy to:
Xxxxxxxx, Xxxxxxx &
Xxxxxxxxxxx PLLC.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Phone: (000) 000-0000
If to Seller:
MultiDisk Ltd.
Xxxxxxxx Xxxxx,
00 Xxxxxxxxx Xxxxxx.
Xxxxxx XX0 0XX. Xxxxxx Xxxxxxx
Any such notice shall be effective upon: (i) receipt if delivered by facsimile
transmission or overnight or other courier service, or (ii) if mailed, five (5)
days after deposit with the U.S. Postal Service or the date of delivery as shown
on the return receipt therefore. Either Party may change the address to which
notices are to be addressed by giving the other Party notice in the manner
herein set forth.
9.11 Further Acts. Buyer and Seller shall, without further consideration,
execute and deliver such further instruments and documents and do such other
acts and things as the other may reasonably request in order to confirm the
transactions contemplated by this Agreement. Without limiting the foregoing,
Seller shall deliver to Buyer any and all checks, drafts or other forms of
payment received in respect of any of the Accounts Receivable acquired by Buyer
pursuant to the terms of this Agreement and any of the Accounts Receivable
subsequent to the Closing Date derived from the operations of the Business after
the Effective Time. IN WITNESS WHEREOF, the parties hereto have executed this
Agreement, as of the day and year first above written.
BUYER
NEW MEDIUM ENTERPRISES, INC.
By: Xxxxx Xxxxxxxx, CEO
SELLER:
MULTIDISK LTD.
By-: Xxxxxx Xxxxxxxxxx, Director
TABLE OF SCHEDULES
SCHEDULE A
[GRAPHIC OMITED]
[GRAPHIC OMITED]
SCHEDULE A
Purchased Assets, Purchased Assets - Required Consents Personal Property Owned,
Excluded Assets, Insurance Policies.
SCHEDULE B
Assumed Liabilities, Assumed Liabilities - Required Consents, Undisclosed
Liabilities, Taxes Owing, Outstanding Liens, Indebtedness to and from Officers,
Directors and Others.
SCHEDULE C OMITTED
SCHEDULE D OMITTED
SCHEDULE E Licenses and Permits, Required Consents
SCHEDULE F Contracts, Contracts - Required Consents, Employment Agreements
SCHEDULE G Rental Due, Leases Subject to Consent for Assignment (First base)
to
Buyer
SCHEDULE H Intellectual Property
SCHEDULE I Pending
Litigation and Arbitration - None
SCHEDULE J OMITTED
SCHEDULE K Xxxx of Sale
SCHEDULE L Assignment and Assumption Agreement - None
SCHEDULE M Employment Agreements - None
SCHEDULE N Arbitration Agreement
SCHEDULE O Use of Proceeds Schedule
SCHEDULE P List of Insiders
SCHEDULE Q Broker's fees
EXHIBIT "A"
BASIC EQUIPMENT AND SETUPS
(SET OF EQUIPMENT)
PRICE (THOUSANDS US
TITLE
-------------------------------------
1 Mask Inspection System. . . . . . . 5
-- ------------------------------------- -----
2 Visual Inspection Setup . . . . . . 1,5
-- ------------------------------------- -----
3 Plasma Chemical Etching Setup 006 . 10
-- ------------------------------------- -----
4 Spin Coater . . . . . . . . . . . . 0,5
-- ------------------------------------- -----
5 Chemical hood . . . . . . . . . . . 0,8
-- ------------------------------------- -----
6 Microscope MII-4. . . . . . . . . . 1
-- ------------------------------------- -----
7 Oven. . . . . . . . . . . . . . . . 0,5
-- ------------------------------------- -----
8 Card Assembling Setup . . . . . . . 0,5
-- ------------------------------------- -----
9 Spectrophotometer SF-2000 . . . . . 3,7
-- ------------------------------------- -----
10 Spectrofluorimeter. . . . . . . . . 3
-- ------------------------------------- -----
11 Substrate Washing Equipment . . . . 1,5
-- ------------------------------------- -----
12 Chemical hood . . . . . . . . . . . 0,8
-- ------------------------------------- -----
13 Ventilator. . . . . . . . . . . . . 0,5
-- ------------------------------------- -----
14 Card Inspection Stand . . . . . . . 4
-- ------------------------------------- -----
15 Spin Coater . . . . . . . . . . . . 1,5
-- ------------------------------------- -----
16 UV-Curing Lamp DYMAX. . . . . . . . 5
-- ------------------------------------- -----
17 Portable Softwall Clean Room. . . . 2,5
-- ------------------------------------- -----
18 UV Exposure Setup 583 . . . . . . . 1,5
-- ------------------------------------- -----
19 Working Table . . . . . . . . . . . 0,3
-- ------------------------------------- -----
20 Chemical Table. . . . . . . . . . . 0,5
-- ------------------------------------- -----
21 Chemical cupboard . . . . . . . . . 0,2
-- ------------------------------------- -----
22 Assembly Table. . . . . . . . . . . 0,3
-- ------------------------------------- -----
23 Clothes cupboard. . . . . . . . . . 0,1
-- ------------------------------------- -----
24 Optical Table "Newport" 180*125 . . 7
-- ------------------------------------- -----
25 Boring machine. . . . . . . . . . . 1
-- ------------------------------------- -----
26 Special Lamps . . . . . . . . . . . 0,3
-- ------------------------------------- -----
27 Optical curtain . . . . . . . . . . 1
-- ------------------------------------- -----
28 Beam Profile Meter "OPHIR". . . . . 3
-- ------------------------------------- -----
29 Power Meter "OPHIR" 2 eq. . . . . . 3
-- ------------------------------------- -----
30 Spectrophotometer for laser diodes. 2
-- ------------------------------------- -----
31 Microscope "Biolam" . . . . . . . . 2
-- ------------------------------------- -----
32 Inspection Setup. . . . . . . . . . 4
-- ------------------------------------- -----
33 Assembly Setup. . . . . . . . . . . 0,2
-- ------------------------------------- -----
34 The radioassembly stand . . . . . . 0,5
-- ------------------------------------- -----
35 Measurements Stand. . . . . . . . . 2
-- ------------------------------------- -----
36 Support for instrument. . . . . . . 0,4
-- ------------------------------------- -----
37 Optical table Exma. . . . . . . . . 4
-- ------------------------------------- -----
38 Optical table Standa. . . . . . . . 3
-- ------------------------------------- -----
39 Computers (5 .) . . . . . . . . . 4
-- ------------------------------------- -----
40 Oscilloscope "Tectronix". . . . . . 25
-- ------------------------------------- -----
41 Oscilloscope "Tectronix". . . . . . 12
-- ------------------------------------- -----
42 Setup "Hamega". . . . . . . . . . . 2
-- ------------------------------------- -----
43 Power Meter "Ophir" . . . . . . . . 3
-- ------------------------------------- -----
44 Optical desk - 2 . . . . . . . . . 1,5
-- ------------------------------------- -----
45 Set of mirs . . . . . . . . . . . . 1
-- ------------------------------------- -----
46 Ventilator LADA . . . . . . . . . . 1
-- ------------------------------------- -----
47 Particle Counter. . . . . . . . . . 1
-- ------------------------------------- -----
48 Office computers 16 . . . . . . . . 14,8
-- ------------------------------------- -----
49 Split-systems 5 . . . . . . . . . . 5,2
-- ------------------------------------- -----
50 Acoustic system KAF- 3030 . . . . . 0,7
-- ------------------------------------- -----
51 Compressor Estoril 310. . . . . . . 0,3
-- ------------------------------------- -----
52 Air dryer . . . . . . . . . . . . . 0,3
-- ------------------------------------- -----
TOTAL . . . . . . . . . . . . . . . . 150,4
------------------------------------- -----
EXHIBIT "B"
ASSUMED LIABILITIES
NONE
EXHIBIT "C"
INTENTIONALLY OMITTED
EXHIBIT "D"
INTENTIONALLY OMITTED
EXHIBIT "E"
LICENSES AND PERMITS, REQUIRED CONSENTS
Agreement with First Base
CONTRACTS, CONTRACTS - REQUIRED CONSENTS, EMPLOYMENT AGREEMENTS
Exhibit F
SERVICES AGREEMENT
Effective as of January, 2004,
By and Between
"New Medium Enterprises, Inc. (NMEN)
and
P.G. Engineering S.A. (the "ScientCo").
SERVICES AGREEMENT
Effective as of January, 2004,
By and Between
"New Medium Enterprises, Inc. (NMEN)
and
P.G. Engineering S.A. (the "ScientCo").
WHEREAS NMEN has determined that it is desirable to retain the ScientCo to
provide certain Scientific and advisory services to NMEN as set forth in this
Agreement; and WHEREAS the ScientCo desires to provide said services to NMEN.
NOW, THEREFORE, in consideration of the promises and other good and valuable
consideration, the parties hereto hereby agree as follows:
1. The Services and Other Undertakings
Scope of Services. NMEN hereby retains the ScientCo, during the term of this
Agreement, to provide to NMEN certain Scientific and advisory services as shall
be agreed upon between the parties from time to time (the "Services"), such
Services to initially include:
Gathering a team with the skills and know how required to perform the
development activities as per the request of NMEN Additional R&D Services. In
addition to the Services, the ScientCo shall provide NMEN with additional
research and development services to be provided in accordance with Section 6
hereof.
The ScientCo will not, without the prior written authorization of NMEN, make any
contract or incur any obligation in the name and on behalf of NMEN, nor will it
represent or conduct itself as having such authority unless so authorized by
NMEN. NMEN will not be responsible for those acts or omissions of the ScientCo
that have been performed in a manner outside the scope of authority granted to
it pursuant to this Agreement. The ScientCo shall not make any representations
about NMEN, its products or services without prior written approval of the CEO
of NMEN.
Capabilities The ScientCo hereby agrees to render the Services during the term
of this Agreement. The ScientCo represents and warrants to NMEN that, as of the
date hereof: (i) the ScientCo is free to provide NMEN with the Services, upon
the terms contained in this Agreement and there are no contracts or restrictive
covenants preventing full performance of ScientCo's duties and obligations
hereunder and that to the ScientCo's knowledge, its employees and any
sub-contractor who shall perform the Services hereunder (such employees and
sub-contractors, the "Relevant Support") are not bound by any contracts or
restrictive covenants preventing the full performance of their duties and
obligations towards it; (ii) the ScientCo has the requisite qualifications,
knowledge and experience to perform its obligations under this Agreement; and
(iii) the ScientCo has entered and will enter into employment and/or
sub-contracting agreements with all the Relevant Support, which agreements
protect the rights of NMEN hereunder (including confidentiality, invention
assignment and non-competition whenever applicable, obligations that reflect the
terms of this Agreement). ScientCo's Services.
The ScientCo shall cause, pursuant to written Agreement that, the key scientists
("Critical Management") to each devote all of their business time and efforts to
rendering the Services hereunder, except for teaching activities - and as may
otherwise be agreed by the parties hereto. The sole inducement for NMEN to enter
into this Agreement is that the Critical Management shall perform as required
hereunder. If any of the Critical Management, during the twenty four 24 months
following the execution of this Agreement, ceases by his own initiative to
perform any of the services as provided hereunder, he shall be personally liable
for all the consideration and monies paid pursuant to this Agreement
..
Paragraph 3a above will be valid as long as there is a running agreement between
NMEN and ScientCo, in the context of which NMEN provides sufficient agreed upon
budget for compensation to Critical Management. Should the terms not be
fulfilled, termination by Critical Management shall be accepted without penalty
after providing NMEN written notice and thirty (30) days to cure.
The Services of the Critical Management shall be rendered at the premises of
ScientCo, unless otherwise required by the nature of the relevant tasks. The
ScientCo shall cause its Critical Management to provide reports. ScientoCo shall
report regularly to NMEN's Board of Directors with respect to the performance of
the Critical Management Services, follow the recommendations of NMEN's Board of
Directors and consult with NMEN's Board of Directors on fundamental business
issues.
Fiduciary- The ScientCo and its Critical Management shall be, jointly and
severally, responsible for the Critical Management's gross negligence and/or
willful misconduct in performing any of the Critical Management Services
pursuant to this Agreement
Consideration.
For entering into this agreement and conforming the development team NMEN will
deliver: an aggregate of 6,255,000 common shares issued to the named parties as
follows: (i) to PG Engineering, S.A. 3,000,000 (three million) common shares of
NMEN, (ii) to X.X.Xxxxxxxx GmbH 2,905,000 (two million nine hundred five
thousand) common shares of NMEN and (iii). 350,000 (three hundred fifty
thousand) common shares of NMEN, to be held in Escrow with Xxxxxxx Xxxxxx,
Subject to shareholder approval, NMEN shall deposit into a segregated account
$302,000 (three hundred and two thousand US dollars) to which ScientCo will
become entitled during the performance of the Agreement. The signatories of this
account shall be Xx. Xxxxx Xxxxxxxx and Xx. Xxxxxxxxx Xxxxx jointly. NMEN hereby
undertakes to perform the transfers to ScientCo on a monthly basis, in
accordance with the Payment Schedule for First Stage included in Appendix B.
NMEN expressly agrees that the commitment to transfer the amounts to ScintCo
shall be irrevocable as long as ScientCo continues to perform the development
work under this agreement and funds are available
During the term of the Development activities described in Appendix A, ScientCo
shall be entitled to the fees (the "Fees"), which will be charged against the
amounts described above as per Appendix B - Payment Schedule for First Stage.
Notwithstanding anything else described in this agreement, NMEN undertakes to
transfer to ScientCo the first amount in the Payment Schedule for First Stage
within 5 days from the signature of this agreement. The said amount will be
provided against a promissory note to be signed against the transfer of the
first amount, to be payable by ScientoCo if it doesn't start the performance of
the development activities as per Appendix A. ScientCo's entitlement to the
first amount can be fully credited or cancelled out by ScientCo against any
other financial claim from NMEN. If the shareholders approval of NMEN is not
obtained within 30 days from the signing of this Agreement, then NMEN commits to
transfer within 35 days from the signing the second amount in the Payment
Schedule for First Stage.
The transfers as per in clause 4.d., and further on in accordance to Appendix B,
are a pre-requisite for the performance by ScientoCo of the development
activities. The lack of performance on time of such transfers will free ScientCo
from the obligations assumed in this agreement
2. Non-Competition. The ScientCo agrees and undertakes that it shall not, so
long as the ScientCo is engaged by NMEN and for a period of twelve (12) months
following termination of its engagement for whatever reason, directly or
indirectly, engage in or be employed by, any business or venture that is engaged
in any activities which are competitive with the business of NMEN, unless agreed
otherwise between the parties hereto. The ScientCo agrees and undertakes that
during the period of its engagement by NMEN and for a period of twelve (12)
months following termination or expiration, the ScientCo will not employ or
engage, directly or indirectly, any person (other than the Relevant Support)
employed or engaged by NMEN (directly or indirectly except through ScientCo) on
the date of such termination or during the preceding twelve (12) months, unless
otherwise agreed to by the parties.
If any one or more of the terms contained in this Section 5 shall for any reason
be held to be excessively broad with regard to time, geographic scope or
activity, the term shall be construed in a manner to enable it to be enforced to
the extent compatible with applicable law. NMEN acknowledges and agrees that the
ScientCo may engage, without restriction, in other activities during the term of
this Agreement and thereafter, provided that the ScientCo materially complies
with all of the provisions set forth in this Agreement, including, without
limitation, the restrictions set forth in this Section 5 (Non-Compete) and in
Section 7 (Confidentiality)
Right of First Offer. NMEN hereby grants ScientCo with a right of first offer to
perform all of the research and development services it may require ("R&D
Services"), so that prior to retaining any third party to perform such R&D
Services, it shall give ScientCo written notice of such intent (the "Notice").
The Notice shall include details concerning the proposed services to be retained
and the material terms and conditions thereof. The ScientCo shall, within
fifteen (15) days of dispatch of the Notice, send to NMEN written notice of its
wish to perform the R&D Services described in the Notice or else shall be deemed
to have rejected the offer (a "Notice of Proposal").
The Notice of Proposal shall include a detailed proposal for the provision of
the R&D Services, including the required consideration, schedule of performance,
description of proposed additional services (such as maintenance, training) etc.
In case that: NMEN has not received a Notice of Proposal within such fifteen-day
period, it shall be free to retain any third party to perform such R&D Services
within a period of forty-five (45) days commencing on the date that the period
provided above for a Notice of Proposal has lapsed; if NMEN has received the
Notice of Proposal within such fifteen-day period, it may, within 21-days
following such 15-day period, seek additional proposals from third parties for
the provision of the R&D Services and shall have the right to elect any of such
proposals (including the proposal of the ScientCo ), provided NMEN does not
retain a third party which offered same scope of services as stated in the
Notice of Proposal at a total price higher than the total price stated in the
Notice of Proposal. If NMEN does not so retain any third party within the period
specified above, then it shall not be entitled to so retain any third party
without complying anew with the provisions of this Section 6. In the event the
ScientCo is elected to perform R&D Services in accordance hereunder, the parties
shall execute a technology services agreement in a form that shall be agreed on
a case-by-case basis. Nothing herein shall limit the right of NMEN or of the
ScientCo (subject to Section 4) to independently conduct research and
development activities or otherwise respectively conduct its business.
Confidentiality of Information. Any information of a confidential nature,
including, but not limited to, technical data, computer programs, source codes,
test and analysis data, business information, inventions, technology and
customer information, whether in a written form or orally, acquired by the
ScientCo, Critical Management, employees or agents from, or otherwise disclosed
to it by, NMEN , concerning the Services (and R&D Services, if applicable), or
the business or technology of NMEN, including all Proprietary Assets (as defined
below) ("Confidential Information") is, and shall be, the property of NMEN , and
shall be maintained in confidence and not used by ScientCo Critical Management,
employees, agents and anyone acting on its behalf without the express written
consent of NMEN. The ScientCo Critical Management, employees or agents shall not
disclose such information to others or use such information, other than in the
framework of providing the Services or as may otherwise be agreed by NMEN. The
ScientCo Critical Management, Relevant Support, employees or agents shall treat
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[Signature Page to Follow]
IN WITNESS WHEREOF, the undersigned have executed this Services Agreement as of
the
January 13, day of , 2004.
New Medium Enterprises, Inc. P.G. Engineering S.A.
By: Xxxxx Xxxxxxxx , CEO I. Shmidko CEO
Appendix A - Development Plan - Nov 0000
Xxxxxxxx X - Payment Schedule for First Stage
Appendix A: Development Plan
Milestones for 18 GB (HDTV) and 30 GB (DC) RMD.
ID
Task name. Duration Start Target Date:
-
1st Stage: TARGET: to demonstrate RMD Disk & Drive over 14 GB, 14-36 Mbs VBR,
HD signal & decoding. Even at this early stage while demonstrating the validity
of technology we will in fact show a close approximate of the first product.
1 80 days Jan 05.01.04 Fri 14.05.04
Developing and manufacturing of technological Tester & Drive for single-layer
testing and experimental definition and optimization of parameters. Key points:
NA = 0.6, only eye pattern. Optimization of single layer Disks with regard to
density and speed of reading.
2. 33 days Mon 05.01.04 . Fri 27.02.04
Developing and manufacturing of technological Tester & Drive for multiplayer
layer inspection & playing. Key points: NA = 0.6, only eye pattern.
Manufacturing of <14 GB Disks.
3 22 days Mon 23.03.04 Fri 26.03.04
--
Design and manufacturing of the Demonstration Drive. Key points: NA = 0.6,
spacer 30 um, HDTV signal, Tuning the technology of RMD, manufacturing the
demonstration Disk.
4 47 days Mon 01.03.04 Mon 10.05.04
--
Drive & Disk demonstration: > 14 GB, 14-36 Mbs read speed For demonstration we
will port 130 minutes movies excerpts in HD RMD format with peak bitrate of 36
Mbs, in 1080p and 1080i HD formats.
5 5 days Mon 10.05.04 Fri 14.05.04
--
2d STAGE:
Multilayer reading principle developing. Multilayer 18 GB Disk Tester & Drive
NA=0.6, Multilayer Super Disk 30 GB, 30-60 Mbs bitrate for Digital Cinema
(1side) technology developed.
6 69 days Mon 12.04.04 Mon 19.07.04
Super Disk & Drive demonstration. It is anticipated that we will demonstrate
technological capabilities competitive with any other anticipated technology in
the market, including promised parameters of systems based on blue laser
technology.
7 6 days Mon 12.07.04 Mon 19.07.04
ID
Task name Duration Start TARGET DATE:
3d STAGE:
to demonstrate industrial prototype 15-30 GB disk. Key points: NA: 0.6, 4,7 GB
density per layer, HDTV-signal.
8 125 days Mon 10.05.04 Fri 29.10.04
--
Developing the technology for RMD Disk production. Spacer 30 um , interlayer
distance & alignment tuning.
9 94 days Mon 10.05.04 Fri 13.08.04
--
Manufacturing of technological tester for full-optional RMD disk with 4.7 GB
density per layer. Key points: NA = 0.6, eye pattern, spacer 30 um, optical head
with corrector for aberration.
10 115 days Wed 19.05.04 Wed 15.09.04
--
Design and manufacturing full-option demonstration Drive. Key points NA = 0.6,
spacer 30 um, HDTV signal. Demonstration Disk manufacturing.
11 165 days Wed 19.05.04 Wed 27.10.04
--
Industrial prototype demonstration with 18-30 GB, HD format. At this time the
main focus will be developing of industrial processes for mass manufacturing
with our industrial partners.
12 5 days. Wed 27.10.04 Mon 1.11.04
--
EXHIBIT "G"
RENTAL DUE, LEASES SUBJECT TO CONSENT FOR ASSIGNMENT TO BUYER
First Base Agreement
EXHIBIT "H
Intellectual Properties
MULTILAYER REFLECTIVE INFORMATION CARRIER AND METHOD FOR MANUFACTURING THEREOF
FIELD OF THE INVENTION The present invention relates to Multilayer Optical
Information Carriers (MOIC) as well as to the methods used in their production.
BACKGROUND OF THE INVENTION
Already more than five years, the worldwide TV and cinema movies market is ready
to introduce the high-definition TV (HDTV). However, the present CD/DVD industry
cannot produce an optical disc that complies with the HDTV technical
requirements. The main problem is insufficient memory capacity of such carriers.
During the last years, attempts were made in the field of the CD/DVD technology
to solve this problem by increasing both a recording density in a layer and the
number of layers. However, as is known in the art, the developed CD/DVD
technologies (Xxxxxxxx G et al, "Principles of Optical Disc Systems", Philips
Research Lab., Eindhoven, Xxxx Xxxxxx Ltd( do not allow creating carriers with
the number of layers more than two.
Increasing recording density on a layer in a direct way presents serious
technological problems (a necessity to use expensive blue lasers and
technologies that are on the edge of the present mass-production capabilities).
One of the methods used to increase the number of information layers consists in
using fluorescent compositions in production of information carriers, as was
proposed, for example, in US Patents No 6,009,065 and No 6,071,671. However,
when developing information-carrier fluorescent systems similar to CD- or
DVD-systems, a serious problem arises - a small value of information signal.
Besides, because of organic dyes that are used in the fluorescent discs
technology, the number of reading cycles and the life period of fluorescent
discs are limited.
An alternative method that allows implementing multiplayer optical memory is the
method based on island-like, partially reflective information-carrier elements.
The substantial advantage of this approach is a significant increase in
information signal intensity during the reading cycle when this value is
compared with that of the system of fluorescent multiplayer optical memory. At
the same time, due to the fact that the total surface occupied by the
information pits in the CD-standard amounts approximately to 1/8-th of the total
surface of the information field, and in the DVD-standard - approximately to
-th, when pits are filled partially by, for example, the half-reflective
coating, the information layer as a whole can reflect no more than 5-10% of the
incident radiation, that allows to implement from 5 to 10-layer information
carrier system. This is the main difference between the proposed information
carriers and the traditional systems of ROM-type in which information layers are
covered in full by a partially reflective coating, for example, by metal
coating, and the recorded information is read by the interference method. This
last fact limits substantially a possibility of their application in the
multi-layer information structures.
In US Xxx No 4,090,031, a structure of multi-layer reflective disc is disclosed;
in this disc, the information carrier elements are produced, in particular, from
the reflective material, and at the same time, the main part of the layer is
made of a transparent material. To produce information carrier layer, it is
suggested to use the photolithographic methods, in particular, to implement the
photo-resist technology with exposition, development, and hardening of the
photosensitive layer, with the subsequent etching of a metal through a photo
resist mask. Such approaches are distinctly developed, however the price of the
products produced by such method increases substantially when decreasing
dimensions of its elements and increasing the surface of the product itself. By
this reason, for a ROM-type optical memory system produced in compliance with
CD/DVD-standards, application of such photolithographic technology appears to be
inefficient. In US Xxx No 6,309,729, the method of production of fluorescent
multi-layer information carrier is disclosed; the information-carrier elements
thereof are produced from a fluorescent material surrounded by a reflective
material. The method of "metallization" of such disc is disclosed; it is similar
to the method proposed in US Xxx No 4,090,031 and mentioned above. The disclosed
method is characterized by a lower cost but has an important disadvantage
because the production of metal structures of sub micron dimensions through
one-stage etching is possible only by dry etching when expensive and
ecologically dangerous reagents are used.
SUMMARY OF THE INVENTION
There is accordingly a need in the art to provide a novel method for
manufacturing of a Multilayer Optical Information Carriers, particularly such a
method which is suitable for mass production of the multi-layered optical memory
devices.
Thus, according to one aspect of the present invention, there is provided a
method for producing a multi-layer optical carrier comprising forming a
plurality of optically transparent layers having a surface relief in a form of
information pits and spaces there between, coating the surface of each of
plurality of optically transparent layers with at least partially reflective
layer, further coating at least partially reflective layer with a planarizing
layer with removing planarizing layer from spaces and partly from the pits and
further removing reflective layer from spaces and from top portions of the pits.
Two-stage etching may be applied to form sub micron information-carrier
elements. Application of the modified master production method may be applied
for manufacturing information layers of ROM-type with the information pits
formed as partially reflective micro areas on a transparent background.
In accordance with one aspect of the present invention, to produce Multi-layer
Optical Information Carriers (MOIC), it is suggested to apply modified
technology used in production of traditional CD/DVD-discs and the partially
modified photolithographic technology used in the master production. Initially,
by using the traditional methods of injection molding or photo polymeric
replication, a pattern-carrying polymeric master with information pits in a form
of micro cavities may be manufactured; after this, on its surface, a partially
reflective layer, for example, a metal layer may be applied. The metal is
deposited both inside information pits and in the spaces in between. Then, a
planarizing coating is applied and thereafter etched, preferably, through
plasma-chemical methods. Preferably, etching continues until a mask of
planarizing coating is left inside pits only. More specifically, planarizing
coating may be partly removed from the top portion of the pits. After this,
preferably, liquid etching of the bare metal surface is applied removing metal
reflective layer from said spaces and preferably, from top portions of the pits.
Thus, micro areas of the planarizing coating left at the bottom of the
information pits after the initial etching, play a role of the protective mask
preventing the metal within these areas from being etched out. In addition, in
distinction from the method proposed in US Xxx No 6,309,729, a layer of
reflective metal occupies only the lower part of the information pit, that gives
a substantial increase in accuracy the reflective elements can give. Besides,
carrying the etching process in two stages is preferable. The problem is that
when using the liquid reagents (etching agents) under the condition that both
the mask material and the metal are exposed to etching, it is practically
impossible to obtain the sub micron metal structures. In this case, due to
wettability, etching will take place preferably along the metal surface. In the
case of dry (plasma chemical) etching, it is quite difficult to select a mask
material having the etching speed lower than the speed the metal is etched with.
In addition, to etch metals under conditions of the plasma chemical process,
expensive and poisonous materials are used, for example, boron tri-chloride and
so on. By carrying out the etching in two stages, the first stage can be done in
air plasma, and the second stage - in liquid etching agents having a high
selectivity.
More specifically the present invention is used for manufacturing multi-layered
compact discs and is, therefore, described below with respect to this
application.
BRIEF DESCRIPTION OF THE DRAWINGS
In order to understand the invention and to see how it may be carried out in
practice, a preferred embodiment will now be described, by way of non-limiting
example only, with reference to the accompanying drawings, in which:
Fig. 1 illustrates the one-stage etching procedure of MOIC production (a
Prior art method).
Fig. 2 illustrates step forming one of plurality of optically transparent layers
having a surface relief in a form of information pits and spaces there between
(production of information-and-carrier replica);
Fig. 3 illustrates step of coating the surface with at least partially
reflective layer;
Fig. 4 illustrates step of coating reflective layer with a planarizing layer;
Fig. 5 illustrates step of removing planarizing layer from spaces and partly
from the pits;
Fig. 6 illustrates step of removing reflective layer from spaces and from top
portions of the information pits;
Fig. 7 illustrates step of application of adhesion layer; and
Fig 8 illustrates step of forming the next information-and-carrier replica and
for production further information layer.
DESCRIPTION OF THE PREFERRED EMBODIMENTS
The disclosed Multilayer Optical Information Carrier (MOIC) consists of a few
information layers deposited on a base layer - substrate. In each of these
layers, the information is recorded in a form of islands made of partially
reflective material (for example, metal) that are located inside a transparent
polymeric material. A separating layer separates the neighboring information
layers from each other. All the information and separating layers have the same
or nearly the same refractive index at the wavelength of the reading radiation
with the purpose to remove parasitic reflection that may occur at the interlayer
borders.
Information layers represent a planarizing structure similar to the master
structure that was received by the method of liquid etching of the continuum,
partially reflective layer through the protective mask that was formed, in its
turn, by means of plasma chemical partial etching of the continuum planarizing
layer applied on the partially reflective layer. The minimal size of the
information area (pit) is determined by the resolution of the reading device and
can reach, for example, 0.4 (The separating layers are necessary to maintain a
given distance between the information layers to ensure small interlayer errors.
Typical values of distances between information layers are in the range from 10
to 100.)
The MOIC multiplayer structure is located on the substrate manufactured from the
material of an optical quality that is capable to add necessary mechanical
properties to the product as well. As the substrate layer material, such
materials as, for example, glass, quartz, transparent polymers, such as
polycarbonate, polyarylate, polyalkylakrylate, polyalkylmetakrylate,
polycycloolephin and so on can be used.
Each MOIC layer is manufactured separately. To produce a layer, it is necessary
to have an information-carrying master (for example, made of nickel) with the
aspect ratio ranging from 0.3 to 0.5 (the standard value is 0.15 for CD and 0.3
for DVD). The technological procedure used to produce MOIC can include the
following operational sequence:
The production of polymeric replica (copy) with pits in a form of micro cavities
by the methods known in the art, for example, in the technology of CD-DVD
optical discs production (injection molding or photo polymeric replication) with
the information-carrier, for example, the nickel master with information-
Carrier;
Then these replicas are covered, by example, by a continuum thin partially
reflective layer of a metal or dielectric material by the method of thermal
spraying in vacuum;
1. After that, the intermediate products received as a result of the above
procedures are coated by a thin planarizing polymeric layer by the method of
dipping or centrifuging with a subsequent drying;
2. Following planarizing-layer forming and drying, plasma chemical etching
processes these intermediate products. In this process, the planarizing coating
is etched out completely from the vertical surface and partially (approximately,
by half) is etched from pits. Therefore, in these pits (micro cavities), after
the initial plasma chemical etching, a layer of polymer is left that will
further on play a role of protective mask during the subsequent etching of the
partially reflective layer, for example, a metal layer;
3. Next, the intermediate products undergo an additional stage of liquid
etching; during this stage the reflective layer (for example, a metal layer) is
etched away from the areas around information pits. At the same time, in the
areas inside the pits, metallization remains intact due to a polymeric
protective mask.
4. The obtained structure is covered afterwards by a thin adhesion layer a few
microns thick. Due to this, the interlayer distance of 10-100 ( will be created
mainly by an intermediate layer. In the other option, the adhesion layer is
10-100 ( thick and defines, mainly, the distance between the information layers.
5. And finally, the adhesion layer is applied thus completing the formation of
one information-carrier layer, and the obtained structure is used then as a
substrate to apply the next information layer according to steps 1-5. This
sequence of operations can be repeated till the required number of Layers s
applied.
Additionally, it is possible to apply additional steps or combination thereof in
order to improve quality of MOIC, e.g. plasma-chemical treatment of replica
and/or at least some of the coatings (layers), deposition of antidiffusion
diamond-like carbon (DLC) layer thereon, baking of planarizing layer, etc.
Referring to Fig. 1, there is illustrated the sequence of MOIC 100 production
(prior art). The master 101 is used to obtain the replica 102, which is coated
by a metal layer 103. The obtained metal-coated replica is coated then by the
fluorescent composition 104, after that the structure is etched to a surface
level; as a result, the fluorescent composition remains only inside pits thus
preventing a metal inside pits from etching.
The sequence of technological operations used in MOIC production is given on
Figs. 2-8. Fig. 2 shows schematically the process 200 of production of the
polymeric replicas 201 on a transparent substrate 202 with the
information-carrier master 203 by the method of UV hardening of the photo
polymeric compositions 204 (or injection molding), that are used traditionally
in production of CD-DVD optical discs. The difference between the proposed
method and the traditional one lies in a higher value of the aspect ratio of the
information pits 205 in the proposed method.
Fig. 3 shows schematically the process of application of the reflective coating
on the polymeric replicas 201 that were obtained in the previous stage. The
replicas 201, both in the deepen locations of information pits 301 and in the
locations in between 302, can be coated by a thin partially transparent layer of
metal and (or) dielectric material 303 with the help of the magnetron, plasma or
electronically simulated thermal or any other deposition method. The thickness
of the layer 303 is controlled and selected depending on the depth (the
sequential number) of the layer in the multi-layer system. The deeper the layer
is located in the multi-layer system, the more is the refractive index and,
correspondingly, the thicker metal layer must be formed on it. As a metal 303
used for deposition, it is possible to use, for example, aluminum, chromium, and
vanadium to increase adhesion, silver, gold and so on. As a reflective
dielectric coating 303, it is possible to use, for example, titanium dioxide,
diamond-like film and other coatings having the refractive index different from
the refractive index of the intermediate layers. It is important to provide a
capability to etch a metal and (or) reflective dielectric layer in an easy and
selective way, not damaging the mask material (see below).
Fig. 4 shows schematically the process of applying the planarizing coating 401
for leveling the surface 402 both above the locations of information pits 403
and between them 404. The planarizing coating 401 is applied by the centrifuging
method or by sprinkling a polymeric solution. To remove completely solvent
residues and eliminate a possibility of internal stresses in a layer during its
formation, drying is carried out under a higher temperature and (or) in vacuum.
As a polymeric base for a planarizing coating, it is necessary to use a polymer
resistant to a further liquid etching of a metal layer or a mixture of polymers,
such as: polyalkyl methatrylate, polyaryl methakrylate, polyalkyl akrylate,
polyaryl akrylate, polyakryl nitrile, polybutadien, polyisoprene, polyethylene
terephthalate, polychloroprene, polyethylene adipate, polyamide, polyvinyl
chloride, polyvinyl fluoride, polyvinyl alcohol, polyvinyl chloride, polyvinyl
butirale, polystyrene, polyalkyl styrene, polyhalogene styrene,
polyoxymethylene, polyethylene oxide, polypropylene oxide, polytetramethylene
oxide, olytetra methylene adipate, polyvinyl naphthalane, polyarylate, polytetra
fluorine ethylene, polycarbonate, polyurethane, polymethyl siloxen,
polyvinylalkyl ester, polyvinyl acetate, polyisobutylene, polyvinyl cinnamite,
polyvinylphenole, and their alkyl- and aryl ether, polyether, polyvinyl
pirrolidone and (or) their co-polymers. As solvents for polymers, it is
necessary to use the thermo-dynamically "good" solvents with a low factor of
surface tension. In the mixture of solvents used to apply a planarizing coating,
it is necessary to have a high-boiling solvent component to improve the
film-forming property and to decrease the defectiveness of a coating. To improve
the planarizing capability, it is important to have a low value (< 10000 cP) of
viscosity of the concentrated polymeric solution (>50 % mass). In general, it is
required to use the polymers with as less molecular mass as possible.
Fig. 5 shows schematically the process of the plasma chemical etching of the
planarizing coating 500. In this process, the planarizing coating 401 is etched
deeply into pits thus uncovering the layer of the reflective coating 501 in the
areas between information pits and in the upper part of pits. In pits
(cavities), after etching, the polymeric layer 502 is left; this layer will
further play a role of a protective mask when the reflective coating will be
etched the next time. Such methodology allows improving a reproducibility of the
borders of the reflective element. Plasma for etching can be formed by means of
low-or high-frequency discharge. Plasmatron can be implemented both with
condenser power supply and induction supply. To allow a required uniformity in
the process of etching, a rotation of samples must be provided. As etching
reagents, such materials as air, oxygen, fluorine-containing etching agents,
argon and other reagents can be used. The range of 1-100 Pa is preferable. A
completion of the etching process can be controlled by means of emission
spectroscopy of plasma discharge. For this, it is necessary to use a piece of
optical wave-guide (multimode is preferred), one end of each is fixed in the
vicinity of the plasma gun's inspection hole, and the other is fixed in the
cuvette chamber of a spectrofluoscope. It is important to provide the maximum
charge of the chamber, i.e. the total area of the processed samples must be
comparable with the total area of the chamber walls. This condition is required
to ensure a higher level of the response signal when etching is completed. Then
a spectrum of plasma emitted in the process of samples etching is recorded.
After taking a few measurements, a wave length is determined at which the point
of etching completion can be seen the best; then this is exactly the wavelength
used to measure a moment when etching is completed.
Fig. 6 shows the process 600 of etching the reflective coating. To etch the
metal coatings, liquid reagents can be used (for example, solutions of organic
and (or) inorganic acids, alkali and so on); to etch the reflective dielectric
coatings, it is possible to use both liquid reagents and the plasma chemical
etching methods. As examples of liquid-phase metal etching reagents, it is
possible to use water, non-water and mixed solutions of inorganic acids, such as
nitric, sulfuric, selenic, hydrochloric, hydrobromic, iodous and so on, either
separately or mixed with organic acids, for example, alkylcarbonate,
arylcarbonate, aliphatic, and aromatic sulpho acids, as well as additives
improving etching selectivity, for example, metal salts and surface-and-active
materials (surfactants), for example, salts of sulpho or carboxylic acids. Metal
etching is carried out till the metal is totally removed (clarified) from the
inter-pit space 601. The moment when etching is completed must be controlled
based on transparency of a sample. At the moment when passing through reveals no
substantial increase, the etching process must be stopped. As liquid etching
reagents, it is possible to use, for example, the compositions based on
hydrofluoric acid to etch the dielectric coatings of the titanium dioxide type.
To etch the diamond-like reflective coatings, it is possible to use, for
example, the plasma chemical etching in the oxygen-containing plasma.
Fig. 7 shows schematically how the adhesion layer 701 is applied. The adhesion
layer 702 is required to improve strength properties when gluing the
information-carrier layer 201 of MOIC to the subsequent intermediate
pattern-carrying information layers. In addition, this layer 702 implements the
protective functions through sealing the information-carrier structure 701. As
an adhesive, it is possible to use such varnish as epoxy resin, urethane,
akrylate, alkylakrylate, photo polymeric or thermo-consolidating varnish,
including multi-component varnishes both those based on solvents and without
them.
Fig. 8 shows schematically the process 800 of production of the next layer. It
is shown that the information-carrier structure 701 formed on the previous stage
of Fig. 7 plays a role of a substrate when the next layer 801 is produced. In
the following the present invention will further clarified by examples and
reference non-limiting examples.
Example 1. The aluminum metal is applied on the polycarbonate substrate
manufactured on the standard DVD-discs production line by the method of
injection molding through magnetron spraying; it is observed that the passing
through at the reading-radiation wavelength amounts approximately to 50%. Then,
in the centrifuge of the type used in CD-R discs production, the solution of
polymethyl methacrylate (PMMC) (MV 15000) in ethyl cellosolve (7% by weight
approximately) is applied. The application process is carried out with the speed
of 3,000 revolutions per minute. Afterward, the obtained sample undergoes drying
during 5 minutes at the temperature 60 0-; after that the sample goes through
plasma chemical etching in the plasma gun PKhT 006 of the condenser type during
5 minutes. The etching conditions are as follows: pressure - 20 P , airflow rate
- 1.8 liter per hour, capacity - 250 W. Then, the sample is placed for 45
seconds in 4% aqueous solution of hydrochloric acid, rinsed in distilled water
and dried by compressed air. After that, in the centrifuge, the adhesion layer
consisting of 15% (by weight) of the solution of polyvinylbutyral in the mixture
of isobutanole and hexafluoroisopropanole taken in the ratio 1:1 is applied. The
adhesion layer goes through drying during 5 minutes at 60 0-. By such method,
the single-layer sample is produced.
Example 2.
The diamond-like film having 100 nanometers in thickness is applied on the
polycarbonate substrate manufactured on the standard DVD-discs production line
by the method of injection molding through plasma stimulated spraying. After
that, through the magnetron spraying method, the aluminum metal is applied by
observing that the passing through on the reading-radiation wavelength amounts
approximately to 50%. Then, the diamond-like film having 100 nanometers in
thickness is applied on the metal through the plasma stimulated spraying method.
After that, on the centrifuge of the type used in CD-R discs production, the
solution of polymethyl methacrylate (PMMC) (MV 15000) in ethyl cellosolve (7% by
weight approximately) is applied. The application process is carried out with
the speed of 3,000 revolutions per minute. Afterward, the obtained sample
undergoes drying during 5 minutes at the temperature 60 0-, after that the
sample goes through plasma chemical etching in the plasma gun PKhT 006 ( '" 006)
of the condenser type during 5 minutes. The etching conditions are as follows:
pressure - 20 P , airflow rate - 1.8 liter per hour, capacity - 250 W. Then, the
sample is placed for 45 seconds in 4% aqueous solution of hydrochloric acid,
rinsed in distilled water and dried by compressed air. After that, on the
centrifuge, the adhesion layer consisting of 15% (by weight) of the solution of
polyvinylbutyral in the mixture of isobutanole and hexafluoroisopropanole taken
in the ratio 1:1 is applied. The adhesion layer goes through drying during 5
minutes at 60 0-. By such method, the single-layer sample is produced.
Example 3. An information pattern is moved from a nickel stumper onto a flat
polycarbonate substrate in the process carried out on the standard DVD-discs
production line by the method of photo polymerizing from the diacryl ether
1,6-hexanediolacrylate solutions. The obtained replica is washed by isopropyl
alcohol in the centrifuge used in production of CD-R discs. To improve adhesion,
the replica is processed in the plasma gun PKhT 006 ( '" 006) of the condenser
type during 30 seconds. The etching conditions are as follows: pressure - 20 P ,
airflow rate - 3.1 liter per hour, capacity - 000 X. Xxxxxxxxx, the chromium
metal is applied in the magnetron spraying device in such a way that the passing
through on the reading-radiation wavelength (650 nanometers) amounts
approximately to 30%. Then, on the centrifuge used in production of CD-R discs,
the solution of polystyrene (PMMA) (MV 8000) in the mixture of toluene with
isobutyl acetate (8% by weight approximately) is applied. The application speed
is 2,500 revolutions per minute. Then the obtained sample goes through drying
during 20 seconds at 60 0-, afterward the sample undergoes plasma chemical
etching in the plasma gun PKhT 006 ( '" 006) of the condenser type during 50
seconds. The etching conditions are as follows: pressure - 20 P , airflow rate -
1.5 liter per hour, capacity - 500 W. Then, the sample is placed for 3 minutes
in the aqueous solution containing 12.5% NaOH and 22.5% K3Fe(CN)6, rinsed in
distilled water and dried by compressed air. After that, on the centrifuge, the
adhesion layer consisting of 15% (by weight) of the solution of polyvinyl
acetate in the mixture of isopropanole and acetonitryle taken in the ratio 2:1
is applied. The adhesion layer goes through drying during 3 minutes at 60 0-. By
such method, the single-layer sample is produced.
Example 4 . An information pattern is moved from a nickel stumper onto a flat
polycarbonate substrate in the process carried out on the standard DVD-discs
production line by the method of photopolymerizing from the Epoxy Novolac
Acrylate CN112B70 (Sartomer). Then, the obtained replica is rinsed in the
mixture of isopropylene and ethyl alcohol (1:1) on the centrifuge used in the
CD-R disks production. After that, to improve diffusibility, the replica is
coated by a film of silicon dioxide (50 nanometers) in the magnetron spraying
device. Then, the metal gold is applied in the magnetron spraying device in such
a way that the passing through at the reading-radiation wavelength (650
nanometers) amounts approximately to 70%. Then, in the centrifuge used in
production of CD-R discs, the solution of co-polymer consisting of polystyrene,
polyvinyl chloride and polymethyl metacrylate (MV 8000) in the mixture of
toluene with xylylol (10 % by weight approximately) is applied. The application
speed is 2,000 revolutions per minute. Then the obtained sample goes through
drying during 1 minute at 90 0-, afterward the sample undergoes plasma chemical
etching in the plasma gun PKhT 006 ( '" 006) of the condenser type during 1
minute. The etching conditions are as follows: pressure - 20 P , airflow rate -
1.5 liter per hour, capacity - 500 W. Then, the sample is placed for 30 seconds
in the aqueous solution containing 10% KI and 2.5% I2, rinsed in distilled water
and dried by compressed air. After that, on the centrifuge, the adhesion layer
consisting of 15% (by weight) of the solution of polyvinyl pirrolydone in the
mixture of isopropanole and water taken in the ratio 1:2 is applied. The
adhesion layer goes through drying during 3 minutes at 90 0-. By such method,
the single-layer sample is produced.
Example 5. An information pattern is moved from a nickel stumper onto a flat
polycarbonate substrate in the process carried out on the standard DVD-discs
production line by the method of photopolymerizing from the Epoxy Novolac
Acrylate CN112B70 (Sartomer). Then the obtained replica is rinsed in the mixture
of isopropylene and isobutyl alcohol (1:1) on the centrifuge used in the CD-R
disks production. After that, to add the reflective coating, the replica is
coated by a film of titanium dioxide (50 nanometers) in the magnetron spraying
device. Then, on the centrifuge used in production of CD-R discs, the solution
of co-polymer consisting of polystyrene and polymethyl metacrylate (MV 8000) in
the mixture of butyl acetate with xylylol (10 % by weight approximately) is
applied. The application speed is 2,000 revolutions per minute. Then the
obtained sample goes through drying during 1 minute at 90 0-, afterward the
sample undergoes plasma chemical etching in the plasma gun PKhT 006 ( '" 006) of
the condenser type during 1 minute. The etching conditions are as follows:
pressure - 20 P , airflow rate - 1.5 liter per hour, capacity - 500 W. Then, the
sample is placed for 50 seconds in the aqueous solution containing 10% HF and
2.5% NH4F, rinsed in distilled water and dried by compressed air. After that, on
the centrifuge, the adhesion layer consisting of 15% (by weight) of the solution
of polyvinyl acetate in the mixture of ethyl cellosolve and isobutanol taken in
the ratio 2:1 is applied. The adhesion layer goes through drying during 3
minutes at 90 0-. c, the single-layer sample is produced.
Example 6.
An information pattern is moved from a nickel stumper onto a flat polycarbonate
substrate in the process carried out on the standard DVD-discs production line
by the method of photopolymerizing from the Epoxy Novolac Acrylate CN112B70
(Sartomer). Then the obtained replica is rinsed in the mixture of isopropylene
and ethyl alcohol (1:1) on the centrifuge used in the CD-R disks production.
After that, to add the reflective coating, a diamond-like coating through
spraying coats the replica. Then, on the centrifuge used in production of CD-R
discs, the solution of co-polymer consisting of polystyrene, polyvinyl acetate
and polymethyl metacrylate (MV 7000) in the mixture of toluene with xylylol (10
% by weight approximately) is applied. The application speed is 2,000
revolutions per minute. Then the obtained sample goes through drying during 1
minute at 90 0-, afterward the sample undergoes plasma chemical etching in the
plasma gun PKhT 006 ( '" 006) of the condenser type during 1 minute. The etching
conditions are as follows: pressure - 20 P , airflow rate - 1.5 liter per hour,
capacity - 500 W. After that, on the centrifuge, the adhesion layer consisting
of 15% (by weight) of the solution of polyvinyl pirrolydone in the mixture of
isopropanole and water taken in the ratio 1:2 is applied. The adhesion layer
goes through drying during 3 minutes at 90 0-. By such method, the single-layer
sample is produced.
Example 7. An information pattern is moved from a nickel stumper onto a flat
polymethyl metacrylate substrate in the process carried out on the standard
DVD-discs production line by the method of photopolymerizing from the Ebecryl
809. Then the obtained replica is rinsed in the mixture of isopropylene and
ethyl alcohol (1:1) in the centrifuge used in the CD-R disks production. After
that, to improve diffusibility, the replica is coated by a film of silicon
dioxide (50 nanometers) in the magnetron spraying device. Then, the metal gold
is applied in the magnetron spraying device in such a way that the passing
through on the reading-radiation wavelength (650 nanometers) amounts
approximately to 70%. Then, on the centrifuge used in production of CD-R discs,
the solution of co-polymer consisting of polystyrene, polyvinyl chloride and
polymethyl metacrylate (MV 8000) in the mixture of toluene with xylylol (10 % by
weight approximately) is applied. The application speed is 2,000 revolutions per
minute. Then the obtained sample goes through drying during 1 minute at 90 0-,
afterward the sample undergoes plasma chemical etching in the plasma gun PKhT
006 ( '" 006) of the condenser type during 1 minute. The etching conditions are
as follows: pressure - 20 P , airflow rate - 1.5 liter per hour, capacity - 500
W. Then, the sample is placed for 30 seconds in the aqueous solution containing
10% KI and 2.5% I2, rinsed in distilled water and dried by compressed air. After
that, on the centrifuge, the adhesion layer consisting of 15% (by weight) of the
solution of polyvinyl pirrolydone in the mixture of isopropanole and water taken
in the ratio 1:2 is applied. The adhesion layer goes through drying during 3
minutes at 90 0-. By such method, the single-layer sample is produced .
Example 8. The single-layer sample obtained as described in Example 3 is used as
a substrate according to the methodology disclosed in Example 3. Operation is
repeated till 10-layer sample is obtained.
The spirit of the present invention can be disclosed briefly as follows:
The Multilayer Optical Information Carrier (MOIC) is a read-only information
carrier (read-only-memory - ROM), in which the information stored by each layer
is formed as a sequence of pits having different length values in compliance
with CD-DVD standards. Information pits are formed as partially reflective metal
"islands" or "islands" formed from some other material; all the rest area is
transparent (this is similar to "flats" used in the reflective CD- or DVD-
carriers of ROM- type).
Intermediate layers separate the MOIC information layers. The MOIC sandwich-like
multi layer structure is located on a substrate made of a material having
optical properties; at the same time, this material must ensure proper
mechanical properties of the carrier. The information layers are aligned as
concentric circles (for optical disks) or along two coordinates (for optical
cards) and placed on the surfaces parallel to each other.
It is suggested to produce MOIC by the method of subsequent gluing of
information layers with their simultaneous alignment. The MOIC information
layers are formed by the method of injection molding or photopolymeric
replication through applying the plasma chemical etching technology along with
the liquid etching.
It is obvious to those skilled in the art that various changes and modifications
are possible, without departing from the spirit and scope of the invention, and
that what is briefly claimed is just an example that in any way may limit the
inventor rights.
Those skilled in the art will readily appreciate that various modifications and
changes may be applied to the embodiment of the invention as hereinbefore
exemplified without departing from its scope defined in and by the appended
claims.
WHAT IS CLAIMED IS:
1. A method for manufacturing of a multi-layer optical
carrier, the method comprising: - forming a plurality of optically transparent
layers having a surface relief in a form of information pits and spaces
therebetween; - coating said surface of each of said optically transparent
layers with at least partially reflective layer; - coating said at least
partially reflective layer with a planarizing layer; - removing said planarizing
layer from said spaces and partly from the pits; and - removing said reflective
layer from said spaces and from top portions of the pits.
2. The method of Claim 1, wherein said plurality of layers having is formed
layer-by-layer on a substrate.
3. The method of Claim 1, wherein said at least partially reflective layer
including a metal.
4. The method of Claim 1, wherein said at least partially reflective layer
including a dielectric material.
5. The method of Claim 1, wherein said coating with at least partially
reflective layer including a thermal spraying in vacuum.
6. The method of Claim 3, wherein said metal is selected from the group
consisting of aluminum, chromium, vanadium, silver, gold.
7. The method of Claim 4, wherein said dielectric material having the refractive
index different from the refractive index of said optically transparent layers
having surface relief.
8. The method of Claim 4 wherein said dielectric material is selected from the
group consisting of titanium dioxide, diamond-like film.
9. The method of Claim 1, wherein said planarizing layer including a polymeric
base resistant to removing process of the reflective layer.
10. The method of Claim 2, wherein said planarizing layer including a polymeric
base resistant to removing process of the reflective layer.
12. The method of Claim 9, wherein said planarizing layer including a polymeric
base selected from the group consisting of polyalkyl methatrylate, polyaryl
methakrylate, polyalkyl akrylate, polyaryl akrylate, polyakryl nitrile,
polybutadien, polyisoprene, polyethylene terephthalate, polychloroprene,
polyethylene adipate, polyamide, polyvinyl chloride, polyvinyl fluoride,
polyvinyl alcohol, polyvinyl chloride, polyvinyl butirale, polystyrene,
polyalkyl styrene, polyhalogene styrene, polyoxymethylene, polyethylene oxide,
polypropylene oxide, polytetramethylene oxide, olytetra methylene adipate,
polyvinyl naphthalane, polyarylate, polytetra fluorine ethylene, polycarbonate,
polyurethane, polymethyl siloxen, polyvinylalkyl ester, polyvinyl acetate,
polyisobutylene, polyvinyl cinnamite, polyvinylphenole, and their alkyl- and
aryl ether, polyether, polyvinyl pirrolidone and (or) their co-polymers.
13. The method of Claim 1 wherein removing of said planarizing layer from the
spaces and partly from the pits includes a plasma chemical etching.
14. The method of Claim 2 wherein removing of said planarizing layer from the
spaces and partly from the pits includes a plasma chemical etching.
15. The method of Claim 1 wherein removing of said reflective layer from the
spaces and from the top portions of the pits includes a liquid etching.
16. The method of Claim 2 wherein removing of said reflective layer from the
spaces and from the top portions of the pits includes a liquid etching.
17. The method of Claim 14 wherein removing of said reflective layer from the
spaces and from the top portions of the pits includes a liquid etching.
18. The method of Claim 15 wherein removing of said reflective layer from the
spaces and from the top portions of the pits includes a liquid etching.
19. The method of claim 1 wherein forming said plurality of optically
transparent layers having surface relief including an injection molding.
20. The method of claim 2 wherein forming said plurality of optically
transparent layers having surface relief including an
injection molding.
21. The method of claim 14 wherein forming said plurality of optically
transparent layers having surface relief including an injection molding.
22. The method of claim 15 wherein forming said plurality of optically
transparent layers having surface relief including an injection molding.
23. The method of claim 17 wherein forming said plurality of optically
transparent layers having surface relief including an injection molding.
24. The method of claim 18 wherein forming said plurality of optically
transparent layers having surface relief including an injection molding.
25. The method of claim 1 wherein forming said plurality of optically
transparent layers having surface relief including a photo polymeric
replication.
26. The method of claim 2 wherein forming said plurality of optically
transparent layers having surface relief including a photo polymeric
replication.
27. The method of claim 14 wherein forming said plurality of optically
transparent layers having surface relief including a photo polymeric
replication.
28. The method of claim 15 wherein forming said plurality of optically
transparent layers having surface including a photo polymeric replication.
29. The method of claim 16 wherein forming said plurality of optically
transparent layers having surface relief including a photo polymeric
replication.
30. The method of claim 17 wherein forming said plurality of optically
transparent layers having a surface relief in a form of information pits and
spaces therebetween including a photo polymeric replication.
31. The method of claim 1 wherein coating with said planarizing layer including
a dipping.
32. The method of claim 2 wherein coating with said planarizing layer including
a dipping.
31. The method of claim 9 wherein coating with said planarizing layer including
a dipping.
32. The method of claim 10 wherein coating with said planarizing layer including
a dipping.
33. The method of claim 11 wherein coating with said planarizing layer including
a dipping.
34. The method of claim 12 wherein coating with said planarizing layer including
a dipping.
35. The method of claim 1 wherein coating with said planarizing layer including
a centrifuging with a subsequent drying.
36. The method of claim 2 wherein coating with said planarizing layer including
a centrifuging with a subsequent drying.
37. The method of claim 9 wherein coating with said planarizing layer including
a centrifuging with a subsequent drying.
38. The method of claim 10 wherein coating with said planarizing layer including
a centrifuging with a subsequent drying.
39. The method of claim 11 wherein coating with said planarizing layer including
a centrifuging with a subsequent drying.
40. The method of claim 12 wherein coating with said planarizing layer including
a centrifuging with a subsequent drying.
ABSTRACT A method for manufacturing of a multi-layer optical carrier comprising
forming a plurality of optically transparent layers having a surface relief in a
form of information pits and spaces there between, coating the surface of each
of plurality of optically transparent layers with at least partially reflective
layer, further coating at least partially reflective layer with a planarizing
layer with removing planarizing layer from spaces and partly from the pits and
further removing reflective layer from spaces and from top portions o f the
pits.
EXHIBIT "I"
Pending Litigation and Arbitration
NONE
EXHIBIT "J"
INTENTIONALLY OMITTED
EXHIBIT "K"
XXXX OF SALE
THIS XXXX OF SALE ("Xxxx of Sale") is made this 15TH day of December, 2003, by
and between., MULTIDISK, LTD., A Nevis Corporation ('Seller"), in favor of NEW
MEDIUM ENTERPRISES, INC., a Nevada corporation ("Buyer).
W I T N E S S E T H:
WHEREAS, Seller and Buyer entered into that certain Asset Purchase Agreement of
even date (the "Agreement"), with respect to the sale and transfer and purchase
and assumption of certain assets and liabilities
.
WHEREAS, pursuant to the terms of the Agreement, Seller is obligated to transfer
to Buyer any and all of its right, title and interest in and to the assets,
accounts receivable, contracts with customers, contracts for the leasing of
equipment, software licenses or other intellectual property licenses, permits
and other licenses and certifications issued by government authorities,
intellectual property, records and documents prepared or held in connection with
Seller's business, rights and claims against others under contracts held by
Seller and all other claims against others owned by Seller and listed on
Schedule A, attached hereto and incorporate by reference.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Seller does hereby agree as follows:
1. Seller absolutely and unconditionally gives, grants, bargains, transfers,
sells, sets over, assigns, conveys, releases, confirms and delivers to Buyer all
right, title, and interest in the Assets
2. Seller hereby covenants that Seller will, at any time and from time to time
upon written request, execute and deliver to Buyer or its successors, nominees
or assigns; such documents in Seller's possession as Buyer or they may
reasonably request in order to fully assign and transfer to and vest title in
Buyer or its successors, nominees or assigns, and protect Buyer and its right,
title and interest in the Assets to be transferred and assigned hereby, and to
enable Buyer or its successors, nominees and assigns to realize upon or
otherwise enjoy such right, title and interest in the Assets.
3. This Xxxx of Sale shall be binding upon and inure to the benefit of the
successors, assigns, personal representatives, heirs and legatees of Buyer and
Seller.
4.There is no Seller warranty concerning fitness or desirability concerning any
of the Assets except as is set forth in the Agreement.
5, This Xxxx of Sale shall be governed by, interpreted under, and construed
and
enforceable in accordance with the laws of the State of New York, without regard
to its conflicts of law principles.
IN WITNESS WHEREOF, Seller has executed and delivered this Xxxx of Sale as of
he date and year first written above.
MULTIDISK, LTD. NEW MEDIUM ENTERPRISES, INC
By: By:
EXHIBIT "L"
ASSIGNMENT AND ASSUMPTION AGREEMENTS
NONE
EXHIBIT "M"
EMPLOYMENT AGREEMENTS
NONE
EXHIBIT "N'
ARBITRATION AGREEMENTS
ARBITRATION AGREEMENT
THIS AGREEMENT ("Arbitration Agreement") between the parties that are signatory
to a certain agreement(s), a copy of which is/are attached hereto as Exhibit A
(each individually referred to herein as a "party" or collectively referred to
herein as the "parties").
WITNESSETH
A. WHEREAS, the parties have entered into certain written agreements in
connection with a transaction where NEW MEDIUM ENTERPRISES, INC. is purchasing
MULTIDISK, LTD.:
B. WHEREAS, the parties wish to provide arbitration as the sole remedy for
resolution of any dispute, claim or controversy of any kind or nature arising
out of or relating to the breach, termination, or validity of such written
agreements, except as specified herein:
NOW THEREFORE, in consideration of the foregoing recitals, the mutual covenants
contained herein, and other good and valuable consideration, receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Exclusive Remedy.
Arbitration shall be the sole and exclusive remedy for any dispute, claim or
controversy of any kind or nature (a "Claim") arising out of or relating to the
breach, termination or validity of any the agreements (the "Agreements") entered
into by the parties hereto and identified in the attached Exhibit A
..
2. Claims not Subject to Arbitration.
This Agreement does not apply to (a) any legal action by the parties seeking
injunctive relief for breach or enforcement of any provision in any of the
Agreements which would cause the complaining party or parties irreparable harm
and for which there is no adequate remedy at law and (b) any agreement,
provision or undertaking that provides it is not subject to arbitration.
3. Procedure. Any Claim submitted to arbitration shall be decided by a single
neutral arbitrator (the "Arbitrator"). The parties to the arbitration shall
mutually select the Arbitrator not later than forty-five (45) days after service
of the demand for arbitration. If the parties for any reason do not mutually
select the Arbitrator within the forty-five (45) day period, then any party may
apply to a court of competent jurisdiction as noted in paragraph 4 below, to
appoint a retired judge as the Arbitrator. The parties agree that arbitration
shall be conducted in accordance with the commercial arbitration rules then in
effect of the American Arbitration Association.
The Arbitrator shall apply the substantive federal, state, or local laws of the
County and City of New York, Borough of Manhattan and of the United States
District Court for the Southern District of New York, applicable to any Claim
submitted to arbitration. In ruling on any such Claim, the Arbitrator shall have
the authority to award only such remedies or forms of relief as are provided for
under the substantive law governing such Claim, but in any event, the Arbitrator
shall not award any punitive, exemplary or consequential damages. The award
entered by the Arbitrator shall be final and binding on all parties
participating in the arbitration.
4. Consent to Jurisdiction
The parties consent to the jurisdiction of the Supreme Court of the State,
County and city of New York, Borough of Manhattan and of the United States
District Court of the Southern District of the Sate of New York for the
arbitration proceedings and to enforce the judgment of the award in such
arbitration proceedings, but not otherwise. The parties may bring an action in
any such court to compel arbitration in accordance with the terms of this
Arbitration Agreement.
5. Costs
Any fees and costs incurred in the arbitration will be shared equally by the
parties participating in the arbitration, except that the Arbitrator may
reallocate such fees among such parties if the Arbitrator determines that an
equal allocation would impose an unreasonable financial burden on any one or
more parties.
The parties shall be responsible for their own attorneys' fees and costs, except
that the Arbitrator shall have the authority to award attorneys' fees and costs
to the prevailing party iii accordance with the applicable law governing the
dispute.
6. Interpretation.
The Arbitrator, and not any federal or state court, shall have the exclusive
authority to resolve any issue relating to the interpretation, formation or
enforceability of this Agreement, or any issue relating to whether a Claim is
subject to arbitration under this Arbitration Agreement
IN WITNESS WHEREOF, this Agreement has been entered into by the parties
as of the date first above written.
BUYER
NEW MEDIUMENTERPRISES, INC.
By- Xxxxx Xxxxxxxx, CEO
SELLER:
MULTIDISK LTD.
By- Xxxxxx Xxxxxxxxxx, Director
EXHIBIT O-1 USE OF PROCEEDS STATEMENT
BUDGET FOR NEW MEDIUM ENTERPRISES,
LEGAL PATENT 30,000
PUBLIC COMPANY 50,000
O&D INSURANCE . . . . . . . . . . . . . 40,000
PR NEWSWIRE @$1,200 EACH. . . . . . . . 14,400
LONDON OFFICE ADMIN. SIX MONTHS . . . 72,000
BROKER FEE. . . . . . . . . . . . . . . 25,000
TOTAL $231,400
MULTIDISK EXPENSES (ALL COSTS QUOTED IN GBP)
LONDON OFFICE:
MultiDisk Expenses (all costs quoted in GBP)
Fredrik Salary 2.250/month
Xxxxxx fee 1.000/monh
Secretary 1.500/month
Office+phones 1.300/month
Road show expenses 1.200/month
Cellphone 150/month
Total: 7.400 GBP/month
EXHIBIT-0-2 USE OF PROCEEDS FOR PG ENGINEERING, S.A.
FOUR MONTHS DEVELOPMENT PLAN
PER AGREEMENT
WORK ON DISK 147,000
PG EMPLOYEES, FACILITIES, EQUIPMENT, CONSULTING, SUBCONTRACTING, OPERATING EXPENSES
WORK ON DRIVE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,000
LADIS AND SUBCONTRACTORS
POST PRODUCTION CONTENT ACTIVITIES: . . . . . . . . . . . . . . . . . . . . . . . . 45,000
MASTERING COSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000
TOTAL:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 302,000
EXHIBIT "P"
LIST OF INSIDERS *
Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
Xxx Xxxxxx
Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
Xxxxx Xxxxxx
Xxxxx Xxxxxxxxxxx
* or their charitable designees or gifts designated
EXHIBIT "Q"
BROKERS FEES
STOCK PORTION OF FEE
Xxxxxxx Xxxxxxxx 333,333 Shares
Xxxxx Brothers, Inc. 83,333 Shares
(Xxxx Xxxxxx 83,333 Shares
CASH PORTION OF FEE
A wire transfers $16,666 Dollars to Xxxxxxx Xxxxxxxx to;
A wire transfers $4,167 Dollars to Xxxxx Brothers, Inc. to;
A wire transfers $4,167 Dollars to Xxxx Xxxxxx to;
