LICENSE AGREEMENT
This License Agreement (this "Agreement") is made effective as of May
20, 1998 between Sydney Xxxxx Xxxxxxx, of 0000 Xxxxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxx X0X0X0 Xxxxxx, and Ameri-can Railway Systems,
Incorporated, of 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 U.S.A..
In the Agreement, the party who is granting the right to use the
licensed property will be referred to as "Licensor", and the party who
is receiving the right to use the licensed property will be referred
to as "ARS".
The parties agree as follows:
1. GRANT OF LICENSE. Licensor owns the intellectual property,
trade name and patents described in Exhibit A, attached hereto
and made a part hereof. ("Licensed Property"). In accordance with
this Agreement, Licensor grants ARS a non-exclusive license to use
the Licensed Property. Licensor retains title and ownership of the
Licensed Property. This grant of license only applies to the
following described territory: Canada and the United States.
2. PAYMENT OF ROYALTY. ARS will pay to Licensor a royalty which
shall be calculated as follows: The royalty shall be paid by the
issuance of 4,520,239 shares of ARS common stock to Licensor.
3. MODIFICATIONS. Unless the prior written consent of Licensor is
obtained, ARS may not modify or change the Licensed Property in any
manner.
4. DEFAULTS. If ARS fails to abide by the obligations of this
Agreement, Licensor shall have the option to cancel this Agreement by
providing 60 days' written notice to ARS.
5. ARBITRATION. All disputes under this Agreement that cannot be
resolved by the parties shall be submitted to arbitration under the
rules and regulations of the American Arbitration Association. Either
party may invoke this paragraph after providing 30 days' written
notice to the other party. All costs of arbitration shall be divided
equally between the parties. Any award may be enforced by a court of
law.
6. TRANSFER OF RIGHTS. This Agreement shall be binding on any
successors of the parties. Neither party shall have the right to
assign its interests in this Agreement to any other party, unless the
prior written consent of the other party is obtained.
7. TERMINATION. This Agreement may be terminated by ARS by providing
90 days' written notice to the other party.
8. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties and there are no other promises or conditions in any other
agreement whether oral or written. This Agreement supersedes any
prior written or oral agreements between the parties.
9. AMENDMENT. This Agreement may be modified or amended, if the
amendment is made in writing and is signed by both parties.
10. SEVERABILITY. If any provision of this Agreement shall be held to
be invalid or unenforceable for any reason, the remaining provisions
shall continue to be valid and enforceable. If a court finds that any
provision of this Agreement is invalid or unenforceable, but that by
limiting such provision it would become valid or enforceable, then
such provision shall be deemed to be written, construed, and enforced
as so limited.
11. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to
enforce any provision of this Agreement shall not be construed as a
waiver or limitation of that party's right to subsequently enforce and
compel strict compliance with every provision of this Agreement.
12. APPLICABLE LAW. This Agreement shall be governed by the laws of
the State of New York.
Licensor:
Sydney Xxxxx Xxxxxxx
By: ____________________________________________________
Sydney Xxxxx Xxxxxxx
Licensee:
Ameri-can Railway Systems, Incorporated
By: ____________________________________________________
Xxxxx Xxxx, President and C.O.O.
