1
PURCHASE AND SALE AGREEMENT
BY AND BETWEEN
MIGHTY XXXX USA, LTD.
AND
PRODUCT SERVICES CO, INC. AND/OR
XXXXXXXX XXXXXXXXX
2
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT ("Agreement") is made as of February
1, 1999, by and between Mighty Xxxx USA, Ltd., a Mississippi corporation
("Purchaser") and PRODUCT SERVICES CO., INC., a Mississippi corporation ("Seller
A") and Xxxxxxxx XXXXXXXXX, a natural person residing in the state of
Mississippi ("Seller B").
RECITALS
WHEREAS, Sellers A & B posses agricultural by-products and recycled
commercial liquids, treats them and packages them as various products for
various applications in absorbing and encapsulating oil spills, gasoline, other
oil based products, acids and certain other organic compounds (collectively, the
"Products");
WHEREAS, Buyer is in the business of marketing, both nationally and
internationally, having simultaneously herewith, among other things, acquired
the rights to the patent and trade names listed on the attached Exhibit A (the
Trade Names"); and
WHEREAS, Sellers A & B have products in inventory with a value of Three
Million Dollars ($3,000,000.00); and
WHEREAS, BUYER has contracts for the sales of Products and contemplates
future contracts for the sales of Products, and accordingly desires to purchase
substantially all of the Products in Sellers A & B's inventory.
NOW, THEREFORE, the parties hereby agree as follows:
(a) SALE AND PURCHASE OF PRODUCTS
1.1 QUANTITY AND PRICE
Seller's A & B agree to sell to Buyer, and Buyer agrees to purchase
from Seller A & B, the Products more specifically described and identified on
Exhibit B hereto "Inventory of Environmental Remediation Products Purchased," in
the quantities therein specified, and at the prices therein set forth, which
shall not EXCEED Three Million Dollars ($3,000,000.00) ("Price") plus the
Additional Purchase Price as described in Section 1.2.5
1.2 PAYMENT
1.2.1 CLOSING DATE FOR THE PAYMENT
Closing is the full payment of Three Million Dollars ($3,000,000.00)
for the Products as identified on Exhibit B. Closing shall take place within one
hundred and twenty days (120) from the signing of this "Agreement". This time is
necessary for the "Purchaser" to conduct a full and thorough "Due Diligence" on
all aspects that pertain to representations contained in this "Agreement".
3
1.2.2 DOWN PAYMENT
One Hundred Thousand Dollars ($100,000.00) will be delivered to Sellers
A & B within fourteen (14) days of the signing of this "Agreement". The One
Hundred Thousand Dollars ($ 100,000.00) shall be applied to the Three Million
Dollars ($3,000,000.00) due at closing. The new balance due at "Closing" will be
Two Million Nine Hundred Thousand Dollars ($2,900,000.00). In addition, the
"Purchaser" will not ship "Product" until the One Hundred Thousand Dollar ($100
0 .00) down Payment is delivered to Sellers A & B.
1.2.3 EXCLUSIVITY
The "Purchaser" shall have full and complete exclusivity in the
distribution of "Product" during the Due Diligence" time period. In addition,
the "Purchaser" shall have the right to negotiate and consummate any contracts
it deems appropriate to the continuance and enhancement of its business
operation during the "Due Diligence' time period and forever thereafter.
1.2.4 SELLERS A & B'S RIGHT TO INSPECT RECORDS
Sellers A & B shall have, upon reasonable written notice to Purchaser,
the right to inspect at Purchaser's place of business or other place designated
by Purchaser and during Purchaser's normal business hours Purchaser's records
pertaining to its sales of Products as defined in this Agreement.
1.2.5 ADDITIONAL PURCHASE PRICE
As additional consideration for Sellers A & B's agreement to sell
Products to the Purchaser and defer payment of the Price (without interest),
Purchaser agrees to pay the following to Sellers A & B from and after the date
of the Closing. A "royalty" of three percent (3%) of the wholesale price of
Product per 1.5 cubic foot bag (or equivalent) up to a maximum of Three Million
Dollars ($3,000,000.00). Payments shall be made to Sellers A & B within thirty
(30) days of Purchaser's receipt of payment for the portions of the Products so
sold.
Completion of the Additional Purchase Price must be no later than
thirty-six (36) months calculated from the day of Closing. If there is still a
balance due Sellers A & B at such time, it shall be deemed due and payable
immediately
1.3 REAL ESTATE
1.3.1 MANUFACTURING & STORAGE PLANT WITH ACREAGE AT VALLEY PARK, MS
To be fully & accurately described in EXH03IT D
1.3.2 MANUFACTURING & STORAGE PLANT WITH ACREAGE AT FLORA, MS
be fully & accurately described in EXHIBIT E
1.4 PRICING OF PRODUCTS BY SELLERS A & B TO MIGHTY XXXX USA, LTD. DURING "DUE
DILIGENCE" PERIOD
1.4.1 As set forth in EXHIBIT C
4
1.5 TRANSFER OF TITLE AND RISK
1.5.1 TRANSFER OF TITLE
At such time as Purchaser receives the Products from Sellers A & B,
Sellers A & B shall transfer all title to and interest in the Products to
Purchaser, free and clear of all liens and encumbrances of any kind, to
Purchaser.
1.5.2 TRANSFER OF RISK
Upon receipt of the Products by the Purchaser, Purchaser assumes
ownership, insurance responsibility, shipping responsibilities, and all
liabilities relating to the Products.
2. WARRANTY OF TITLE
Sellers A & B represent to Purchaser and warrants that it (Sellers)
holds good and marketable title to the Property, free and clear of restrictions
on or conditions to transfer or assignment, and free and clear of liens,
pledges, charges or encumbrances and further represents and warrants that there
are no claims, suits, or other proceedings pending or, to the best knowledge of
the Sellers A & B, threatened against or affecting the Property.
3. TRADE NAMES AND MARKS
Purchaser may authorize, and it is contemplated hereby that purchaser
win authorize, Sellers A & B to use, in connection with the packaging and
preparation of the Products for receipt by the Purchaser, the Trade Names, and
marks that the Purchaser is acquiring simultaneously herewith or may hereafter
acquire. Except as so expressly authorized, Seller A & B agree not to sell any
Products substantially the same as any of the Products to any person or entity
of whom Sellers A & B have knowledge that such person or entity intends to use
such Products for the purposes of absorption or other environmental remediation,
and Sellers A & B agree not to use any of the Trade Names and marks in any way
without authorization from Purchaser. Without in any way limiting the foregoing,
Sellers A & B may sell other environmental Products to other persons or
entities.
4. DEFAULT; FORCE MAJEURE
4.1 DEFAULT
Upon any breach or default under this Agreement by either party, the
non-defaulting party may give written notice to the other party, calling
attention to the specific breach or default. Unless such breach or default is
cured by the defaulting party within thirty (30) days after such notice is given
by the other party, or if the breach or default is such that it cannot be cured
within thirty (30) days, then within the shortest reasonable time after such
notice, the non-defaulting party may terminate this Agreement and/or may seek
damages resulting from such breach or default.
4.2 FORCE MAJEURE
If an event of Force Majeure occurs, a party's obligations under this
Agreement affected by such event shall be suspended during the period of delay
thereby caused and shall be automatically extended, without penalty, for a
period equal to such suspension. This provision, however, shall not relieve
either party of the responsibility to carry out all such obligations as are
within the party's control notwithstanding the event of Force Majeure.
5
5. MISCELLANEOUS
5.1 SUCCESSORS AND ASSIGNS
Except as otherwise noted herein, the terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, expressed or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
5.2 GOVERNING LAW
This Agreement shall be governed by and construed under the laws of the
State of Mississippi as applied to agreements among Mississippi residents
entered into and to be performed entirely within Mississippi.
5.3 COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
5.4 TITLE AND SUBTITLES
The titles and subtitles used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Agreement.
5.5 NOTICES
All notices required or permitted shall be in writing and shall be
deemed effectively given: (i) upon personal delivery to the party to be
notified; (ii) when sent by confirmed telex or facsimile if sent during normal
business hours of the recipient; if not, then on the next business day; (iii)
fifteen (15) days after having been sent by registered or certified mail, return
receipt requested, postage prepaid; or (iv) five days after deposit with an
internationally recognized overnight courier, specifying a next day delivery,
with written verification of receipt. All communications shall be sent to
Purchaser and Buyers A & B at their addresses as set forth on the signature page
hereof or at such other addresses as they may designate by twenty (20) days
advance written notice to the other party hereto.
5.6 EXPENSES
Each party shall pay its own expenses incurred with respect to this
Agreement and the transactions contemplated hereby. If any action at law or in
equity is instituted to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled recover from the losing party all fees, costs
and expenses of such enforcement or interpretation, including without
limitation, such reasonable fees and expenses of attorneys and accountants,
which shall include, without limitation, all fees, costs and expenses of
appeals.
6
5.7 AMENDMENTS AND WAIVERS
Any terms of this Agreement may be amended and the observance of any
term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written
consent of the affected party. Any amendment or waiver effected in accordance
with this paragraph shall be binding upon each successor and assign. No delay or
omission to exercise any right, power or remedy accruing to any party, upon any
breach, default or noncompliance by another party under this Agreement shall
impair any such right, power or remedy, nor shall it be construed to be a waiver
of any such breach, default or noncompliance, or any acquiescence therein, or of
or in any similar breach, default or noncompliance thereafter occurring.
5.8 SEVERABILITY
If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from this
Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.
5.9 LEGAL REPRESENTATION
Sellers A & B and Purchaser hereby acknowledge that they have the right
and duty to have this Agreement examined by legal representation. Both parties
further agree to that the legal representation for both parties will work
together in upholding the intent of this Agreement. Both parties further agree
that this Agreement is binding on both parties as this Agreement stands.
5.10 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement among the parties and
no party shall be liable or bound to any other party in any manner by any
warranties, representations, or covenants except as specifically set forth
herein or therein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
Seller A: PRODUCT SERVICES CO., INC.
A Mississippi Corporation
/s/ XXXXXXXX XXXXXXXXX
------------------------------------
XXXXXXXX XXXXXXXXX, President
Address: 000 Xxxxx Xxxxx
Xxxxxxx, XX 00000
Seller B: XXXXXXXX XXXXXXXXX (Individually)
A Mississippi Natural Person
/s/ XXXXXXXX XXXXXXXXX
------------------------------------
XXXXXXXX XXXXXXXXX (Individually)
Address: 000 Xxxxx Xxxxx
Xxxxxxx, XX 00000
Purchaser: MIGHTY XXXX USA, LTD.
By: /s/ XXXXXX X. XXXXXX
--------------------------------
XXXXXX X. XXXXXX
CHAIRMAN - CEO
Address. XX XXX 000
000 Xxxxxxx 000 Xxxxx
Xxxx, XX 00000
7
EXHIBIT A
TRADE NAMES & SECURITY INTERESTS IN
2. U.S. Patent No. 5,609,667, issued for twenty (20) years commencing 10/19/95,
and all improvements thereto, no matter by whom or assigned to whom.
3. Australia Patent No. 687186, issued for twenty years commencing 3/20/95, and
all improvements thereto, no matter by whom or assigned to whom.
3. U.S. Trademark Registration No. 1,889,514 for Oil Gator.
4. Unregistered Trademarks as follows:
(a) Oil Gator
(b) Floor Gator
(c) Acid Gator
(d) Cell-U-Sorb
(e) Gator Wash and Gator Wash HD
(f) Gator Trap
(g) Oil Gator Stage H
(h) Gator Booms and Socks
(i) Gator Pads
(j) Spill Kits
(k) Enretech
(l) All logos relating to all of the foregoing.
5. Any and all other property, manuals, information, diagrams, schematics,
drawings, names, marks, improvements and modifications necessary or useful to
the use of the above itemized listing of Intellectual Property.
6. All of the Investor's right, title and interest in and to that certain
Cottonseed Lint Contract by and between Sellers A & B and Pacific Crest
Environmental, Inc. as buyers thereto and Delta and Pine Land Company as
Seller hereto, dated July 30,1998,
7. All of Sellers A & B rights, title, and. interest in Pacific Crest
Environmental, Inc. a/k/a Product Services Marketing Group.
8. All of Sellers A & B rights, title, and interest in both the "marketing " and
"manufacturing" divisions of the Australian Operation designated to Purchaser
as Enretech-Australia.
8
EXHIBIT A
COTTONSEED LINT CONTRACT
BETWEEN
DELTA AND PINE LAND COMPANY
AND
PRODUCT SERVICES MARKETING GROUP
AND PRODUCT SERVICES COMPANY, INC.
9
Contract Start Date 9/1/98 9/1/99 9/1/2000 9/1/2001 9/1/2002
--------------------------------------------------------------------------------------------------------------------------------
Effective Through 8/31/99 8/31/2000 8/31/2001 8/31/2002 8/31/2003
--------------------------------------------------------------------------------------------------------------------------------
Quantity Total Lint Total Lint produced Total Lint Total Lint Total Lint produced
produced from from produced from produced from from
Hollandale, Ms and Hollandale, Ms and Hollandale, Ms and Hollandale, MS and Hollandale, MS and
Xxxxx Xxxxx, Xxxxx Xxxxx Xxxxx
Ms MS and Chandler, AZ MS and Chandler, AZ MS and Chandler, AZ MS and Chandler, AZ
--------------------------------------------------------------------------------------------------------------------------------
Unit 30lb. Bags of Lint
--------------------------------------------------------------------------------------------------------------------------------
Unit Load 60 Bags per pallet
--------------------------------------------------------------------------------------------------------------------------------
Bag Specification 3-ply, Polilok
(plastic)
Valve, 2 color,
Perforated
--------------------------------------------------------------------------------------------------------------------------------
Label Designation 1) Oil Gator
2) RamSorb I
3) Enretech I
--------------------------------------------------------------------------------------------------------------------------------
Pallet Specification #1 Used Grade or
New; 4
--------------------------------------------------------------------------------------------------------------------------------
QA Specifications for pH>or = 4.5
Quality Product
--------------------------------------------------------------------------------------------------------------------------------
QA Specifications for pH< 4.5
"Off Quality" Product
--------------------------------------------------------------------------------------------------------------------------------
Price/Unit Meeting QA $3.50 per 30 lb.
Bag
--------------------------------------------------------------------------------------------------------------------------------
Price/Unit Not Meeting $0.30 per 30 lb.
QA Bag
--------------------------------------------------------------------------------------------------------------------------------
Terms 50% within 45 Days
of Product Receipt; Balance Due in 6 Equal Monthly
Payments; Any monthly payments that extend beyond the
annual contract period are due in full on August 31,
1999.
--------------------------------------------------------------------------------------------------------------------------------
Freight F.O.B. D&PL Site
--------------------------------------------------------------------------------------------------------------------------------
Price Includes Bag, Pallet,
Stectchwrap,
Slipsheet, Lint
neutralized with
Anhydrous Ammonia
--------------------------------------------------------------------------------------------------------------------------------
EXHIBIT B
INVENTORY OF ENVIRONMENTAL REMEDIATION PRODUCTS PURCHASED
Products Description/Identification Quantity
----------------------------------------------------------------------
Inventory to be Examined by all Parties
10
EXHIBIT C
Wholesale Prices to Mighty Xxxx USA, Ltd.
During "Due diligence Period
F.O.B. Plant
Prod # Name Est. Size Packaging Price
-----------------------------------------------------------------------------------------------------------------
GS-10 Oil Gator 30# Bag 50/Pallet $ 7.00
-----------------------------------------------------------------------------------------------------------------
GS-15 Acid Gator 25# Bag 50/pallet $ 7.00
-----------------------------------------------------------------------------------------------------------------
GS-20 Floor Gator 30# Bag 50/Pallet $ 4.50
-----------------------------------------------------------------------------------------------------------------
GS-25 Cell-U-Sorb 20# Bag 30/Pallet $ 7.50
-----------------------------------------------------------------------------------------------------------------
GS-50 Oil Only Broom 5" x 10' 4/Bale $
-----------------------------------------------------------------------------------------------------------------
GS-31 Oil Only Broom 8" x 10' 4/Bale $
-----------------------------------------------------------------------------------------------------------------
GS-32 Overlap w/clips 5" x 10' 4/Bale $
-----------------------------------------------------------------------------------------------------------------
GS-35 Pillows 18"x 18" 5/Bale $
-----------------------------------------------------------------------------------------------------------------
XX-00 Xxxxxxxxx Xxxxx .0" x 4' 15/Bale $
-----------------------------------------------------------------------------------------------------------------
GS-41 Oil Only Sock 4" x 4' 15/Bale $
-----------------------------------------------------------------------------------------------------------------
GS-42 Oil Only Sock 4" x 18' 2/Bale $
-----------------------------------------------------------------------------------------------------------------
GS-43 Cellulose (punch hole) Sock 4" x 4' 15/Bale $
-----------------------------------------------------------------------------------------------------------------
GS-44 Oil Only Sock 2" x 5' 25/Bale $
-----------------------------------------------------------------------------------------------------------------
OS-45 Biodegradable pads 18" x 18" 450/Bale $16.00
-----------------------------------------------------------------------------------------------------------------
GS-46 1% Poly/ Biodegradable pads 18" x 18" 450/Bale $
-----------------------------------------------------------------------------------------------------------------
GS-51 Gator Wash 55 Gal 4/Pallet $ 4.50
-----------------------------------------------------------------------------------------------------------------
GS-52 Gator Wash 2.5 Gal 60/Pallet $
-----------------------------------------------------------------------------------------------------------------
GS-53 Gator Wash 1 Gal 4/Case 45 Cs/Pallet $
-----------------------------------------------------------------------------------------------------------------
GS-54 Gator Wash 1 Qrt. 10/case $
-----------------------------------------------------------------------------------------------------------------
GS-61 Gator Wash HD 55 Gal 4/Pallet $
-----------------------------------------------------------------------------------------------------------------
GS-62 Gator Wash HD 2.5 Gal 60/Pallet- $
-----------------------------------------------------------------------------------------------------------------
GS-63 Gator Wash BD 1Gal 4/Case 45 Cs/Pallet $
-----------------------------------------------------------------------------------------------------------------
GS-64 Gator Wash HD 1Qrt. 10/Case $
-----------------------------------------------------------------------------------------------------------------
GS-71 Oil Gator Stage II 55 Gal 4/Pallet $
-----------------------------------------------------------------------------------------------------------------
GS-72 Oil Gator Stage II 2.5 Gal 60/pallet $
-----------------------------------------------------------------------------------------------------------------
GS-73 Oil Gator Stage II 1 Gal 4/Case 45 Cs/Pallet $
-----------------------------------------------------------------------------------------------------------------
GS-74 Oil Gator Stage II 1Qrt. 10/case $
-----------------------------------------------------------------------------------------------------------------
GS-81 Gator Trap 55 Gal 4/Pallet $
-----------------------------------------------------------------------------------------------------------------
GS-82 Gator Trap 2.5 Gal 60/Pallet $
-----------------------------------------------------------------------------------------------------------------
GS-83 Gator Trap 1 G-al 4/Case 45 Cs/Pallet $
-----------------------------------------------------------------------------------------------------------------
GS-84 Gator Trap 1 Qrt 10/Case $
-----------------------------------------------------------------------------------------------------------------
GS-85 Polymer w/ CeUulose $
-----------------------------------------------------------------------------------------------------------------
SP-10 Small Spill Kit 25/Pallet $
-----------------------------------------------------------------------------------------------------------------
SP-20 Large Spill Kit 25/Pallet $
-----------------------------------------------------------------------------------------------------------------
SP-55 55 Gal Spill Kit
-----------------------------------------------------------------------------------------------------------------
SP-56 55 Gal Deluxe Spill Kit
-----------------------------------------------------------------------------------------------------------------
11
EXHIBIT D
REAL ESTATE & BUILDING DESCRIPTION-VALLEY PARK, MS
Copies of description have been received and due diligence can no be performed
on title search.
00
XXXXXXX X
XXXX XXXXXX & XXXXXXXX XXXXXXXXXXX - XXXXX, XX
Facility to be leased by Mighty Xxxx from MultiGraphic for $1.00 per month with
the understanding that MultiGraphics will be sharing facility.
13
ADDENDUM TO PURCHASE AND SALE AGREEMENT
THIS DAY, June 2, 1999, the undersigned parties to the Purchase and
Sale Agreement (Hereinafter "the Agreement") between Mighty Xxxx USA, LTD and
Product Services Co., Inc., and/or Xxxxxxxx Xxxxxxxxx (Hereinafter "the Parties)
agree as follows:
THAT this addendum conforms to the provisions of paragraph 5.7 of the
Agreement by and between the parties.
THAT as there remain details and specific performances that are
mandated by the Agreement that have yet to be satisfied, by no fault of the
Parties. Each party agrees that the Closing Date shall be extended until July
31, 1999, or at any such time before that date as is agreeable to the Parties.
THAT the Parties hereby agree to this extension of time and hereby
abandon and relinquish any right to abandon or terminate the transaction and/or
consider the other party in default of the terms of the Agreement for failure to
close prior to June 1, 1999.
THAT, to date, Product Services Co., Inc. and/or Xxxxxxxx Xxxxxxxxx has
received down payments in an amount totaling three hundred thousand dollars
($300,000.00). The balance to be paid to Product Services Co., Inc. and/or
Xxxxxxxx Xxxxxxxxx at closing is two million seven hundred thousand dollars
($2,700,000.00). This amount shall be paid on or before July 31, 1999.
THAT all other terms of the Agreement remain unchanged.
THAT neither party relinquishes any other rights under the Agreement.
AGREED TO AND ENTERED INTO on this the 2 day of June, 1999.
BY:
/s/ Xxxxxxxx Xxxxxxxxx /s/ Xxxxxxxx Xxxxxxxxx
----------------------------------- --------------------------------------
Xxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxxxx
President Individually, as a Natural Person
Product Services Co., Inc. And an Adult Resident Citizen of
the State of Mississippi
/s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx
Chairman/CEO
Mighty Xxxx USA, LTD.
14
CL-20: NOTE PAYABLE CONFIRMATION (TO PARTIES OTHER
THAN FINANCIAL INSTITUTIONS)
[Client's Letterhead]
Our auditors, Xxxxxxx X. Xxxxxxx & Co.,LLC, are conducting an audit of our
financial statements. Please confirm directly to them the following information
relating to our note payable to you at February 1, 1999:
Date of note: 2/1/99
Original amount of note: $3,000,000.00
Unpaid principal balance: $2,700,000.00
Maturity date: Interest rate:
-------------
Date to which interest has been paid:
-------------
Description of collateral or personal guarantees
(if none, please so indicate): all assets listed in
The Purchase and Sale Agreement.
Please indicate in the space provided below whether the above is in agreement
with your records. If it is not, please furnish our auditors any information you
may have that will help them reconcile the difference.
After signing and dating your reply, please mail it directly to Xxxxxxx X.
Xxxxxxx & Co, LLC, 0000 Xxxxxx Xxx. Xxx. 000, Xxxxxx, Xxxxxxxx 00000 in the
enclosed return envelope.
Very truly yours,
Xxxxxx X. Xxxxxx, CEO
-----------------------------
Xxxxxx X. Xxxxxxxxx, CFO
-----------------------------
Mighty Xxxx USA, LTD
To: Xxxxxxx X. Xxxxxxx & Co. LLC
The above information regarding the obligation from Mighty Xxxx USA, Inc. agrees
with our records at June 30, 1999 with the following exceptions (if any):
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
If there are any direct or contingent liabilities to you not otherwise indicated
above, please list:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Signature:
----------------------
Title:
---------------------------
Date:
----------------------------
15
INTELLECTUAL PROPERTY ASSETS
1. U.S. Patent No. 5,609667, issued for twenty (20) years commencing 10/19/95,
and all improvements thereto no matter by whom or assigned to whom.
2. Australia Patent No. 687186, issued for twenty years commencing 3/20/95,
and all Improvements thereto, no matter by whom or assigned to whom.
3. U.S. Trademark Registration No. 1,889,514 for Oil Gator.
4. Unregistered Trademarks as follows:
(a) Oil Gator
(b) Floor Gator
(c) Acid Gator
(d) Cell-U-Sorb
(e) Gator Wash and Gator Wash HD
(f) Gator Trap
(g) Oil Gator Stage II
(h) Gator Booms and Socks
(i) Gator Pads
(j) Spill Kits
(k) Enretech
(l) All logos relating to all of the foregoing.
5. Any and all other property, manuals, information, diagrams, schematics,
drawings, names, marks, improvements and modifications necessary or useful
to the use of the above itemized listing of Intellectual Property.
6. All of Products Services Co., Inc.'s right, title and interest in an to
that certain Cottonseed Lint Contract by and between Products Services Co.,
Inc., as Buyer thereto and Delta and Pine Land Company (NYSE-DLP) as Seller
thereto, dated July 30, 1998.
7. All of Products Services Co., Inc.'s right, title and interest in the
manufacturing division of Enretech-Australia.
16
ADDENDUM TO PURCHASE AND SALE AGREEMENT
THIS DAY, August 3,1999, the undersigned parties to the Purchase and Sale
Agreement (Hereinafter "the Agreement") between Mighty Xxxx USA LTD and Product
Services Co., Inc., and/or Xxxxxxxx Xxxxxxxxx (Hereinafter "the parties) agree
as follows:
THAT this addendum conforms to the provisions of paragraph 5.7 of the Agreement
by and between the parties.
THAT as there remain details and specific performances that are mandated by the
Agreement that have yet to be satisfied, by no fault of the Parties. Each party
agrees that the Closing Date shall be extended until August 17, 1999, or at such
time before that date as is agreeable to the Parties.
THAT the Parties hereby agree to this extension of time and hereby abandon and
relinquish any right to abandon or terminate the transaction and/or consider the
other party in default of the terms of the Agreement for failure to close prior
to June 1, 1990.
THAT, to date, Product Services, Co., Inc. and/or Xxxxxxxx Xxxxxxxxx has
received down payments In an amount totaling three hundred thousand dollars
($300,000.00). The balance to be paid to Product Services. Co., Inc. and/or
Xxxxxxxx Xxxxxxxxx at closing In two million seven hundred thousand dollars
($2,700,000). This amount shall be paid on or before August 17, 1999.
THAT all other terms of the Agreement remain unchanged.
THAT neither party relinquishes any other rights under the Agreement.
AGREED To AND ENTERED INTO on this the 3 day of August, 1999.
BY:
/s/ Xxxxxxxx Xxxxxxxxx /s/ Xxxxxxxx Xxxxxxxxx
--------------------------------- ---------------------------------
Xxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxxxx
President Individually, as a Natural Person
Product Services Co., Inc. And an Adult Resident Citizen of
The State of Mississippi
/s/ Xxxxxx X. Xxxxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxxxx
Vice Chairman/CFO
Mighty Xxxx USA, LTD.
17
ADDENDUM TO PURCHASE AND SALE AGREEMENT
This Addendum is entered into the 17th day of September, 1999, by the
undersigned parties to the Purchase and Sale Agreement (the "Agreement") between
Mighty Xxxx USA, Ltd. ("Mighty Xxxx") and Product Services Co., Inc. and/or
Xxxxxxxx Xxxxxxxxx ("Xxxxxxxxx") (collectively referred to as the "Parties").
WHEREAS, the Parties entered into a Purchase and Sale Agreement dated February
1, 1999, pursuant to which Xxxxxxxxx has received $300,000 to date: and
WHEREAS, in consideration of free trading shares of Mighty Xxxx stock to be
delivered to Xxxxxxxxx pursuant to the terms of this addendum, and in
consideration of other agreements of the Parties set forth herein, the parties
agree as follows:
THAT, each party agrees that the Closing Date for payment of the balance of the
$3,000,000 shall be extended until December 10,1999, but only if, Mighty Xxxx is
able to cause free trading shares of its common stock to be delivered to
Xxxxxxxxx'x brokerage account at Equitrade for the sale of approximately
$100,000 of stock per week (cash in his account) for three weeks commencing
September 20, 1999 and ending October 8, 1999, for a total sale of $300,000.
Mighty Xxxx may also meet this obligation in cash, if its anticipated financing
with May Xxxxx Group, Inc., or any other financing, is received.
THAT, on December 10, 1999, l00% of any balance of the original $3,000,000 shall
be paid to Xxxxxxxxx in cash.
THAT, subject to the $300,000 (US Dollars) being received by Xxxxxxxxx on or
before October 8, 1999 as set forth above, Xxxxxxxxx hereby grants and conveys
to Mighty Xxxx the right to Manufacture and sell products, under the Mighty Xxxx
Brand, under U.S. Patent No. 5,609,667 and Australia Patent No. 687186 as well
as the right to use U.S. Trademark Registration No. L889,514 for Oil Gator and
the unregistered Trademarks for all the Gator products set forth in Exhibit A of
the Agreement, up to the December 10, 1999 deadline.
THAT, the Parties hereby agree to a Drop Dead Extension until December 10, 1999.
If the balance of the $3,000,000 has not been deposited into Xxxxxxxxx'x account
by the deadline, all monies paid to Xxxxxxxxx prior to the December 10, 1999
deadline are non-refundable. In addition, All manufacturing and marketing rights
set forth above will be forfeited by Mighty Xxxx USA, Ltd.
THAT, all other terms of the Agreement remain unchanged. THAT, neither party
relinquishes any other rights under the Agreement. AGREED TO AND ENTERED INTO
this 17th day of September, 1999.
PRODUCT SERVICES CO., INC
By: /s/ Xxxxxxxx Xxxxxxxxx
--------------------------------
Xxxxxxxx Xxxxxxxxx
its President
By: /s/ Xxxxxxxx Xxxxxxxxx
--------------------------------
Xxxxxxxx Xxxxxxxxx
individually as a Natural Person
and an Adult Resident Citizen of the
State of Mississippi
MIGHTY XXXX USA, LTD.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx
its CEO
18
ADDENDUM TO PURCHASE AND SALE AGREEMENT
This Addendum is entered into the 11th day of October, 1999, by the undersigned
parties to the Purchase and Sale Agreement (the "Agreement') between Mighty Xxxx
USA, Ltd. (Mighty Xxxx') and Product Services Co., Inc. and/or Xxxxxxxx
Xxxxxxxxx ("Xxxxxxxxx") (collectively referred to as the "Parties").
WHEREAS, the Parties entered into a Purchase and Sale Agreement dated February
1, 1999, pursuant to which Xxxxxxxxx has received $300,000 to date: and
WHEREAS, in consideration of the failure of Mighty Xxxx to meet the required
conditions of the previous addendum dated September 17, 1999, and in
consideration of other agreements of the Parties set forth herein, the parties
agree as follows:
THAT, each party agrees that the Closing Date for payment of the balance of the
$3,000,000 shall be extended until December 10, 1999, but only if, Mighty Xxxx
is able to meet the required payment schedule. The required payment schedule is
as follows: Mighty -Xxxx will deposit $500,000 USD into Xxxxxxxxx'x bank account
on or before October 15th at 5:00pm CST. Mighty Xxxx will deposit three payments
thereafter of $500,000 USD each into Xxxxxxxxx'x banking account On or before
5:00pm CST every other Friday until December the 10th. The three dates for the
deposits are October 29th, 1999, November 11th, 1999 and November 25th, 1999.
The (final) December 10th payment will be made for the remaining balance of the
original $3,000,000 and will be due and deposited into Xxxxxxxxx"s account by
5:00pm CST on the 10th of December.
THAT, subject to each of the payment dates being executed and payment received
by Xxxxxxxxx on or before each of the deadlines as set forth above, Xxxxxxxxx
hereby grants and conveys to Mighty Xxxx the right to Manufacture and sell
products, under the Mighty Xxxx Brand, under U.S. Patent No. 5,1609,667 and
Australia Patent No. 687186 as well as the right to use U.S. Trademark
Registration No. 1,889,514 for Oil Gator and the unregistered Trademarks for all
the Gator products set forth in Exhibit A of the Agreement, up to the December
10, 1999 deadline.
THAT, the Parties hereby agree to a Drop Dead Extension for each of the
above-mentioned dates until December 10, 1999. If any of the payments in this
schedule are not made to Xxxxxxxxx within the specified dates, all monies paid
to Xxxxxxxxx prior or to the December 10, 1999 deadline are non-refundable. In
addition, AE manufacturing and marketing rights set forth above will be
forfeited by Mighty Xxxx USA, Ltd.
THAT, all other terms of the Agreement remain unchanged. THAT, neither party
relinquishes any other rights under the Agreement. AGREED TO AND ENTERED INTO
this 11th day of October, 1999.
PRODUCT SERVICES CO., INC
Xxxxxxxx Xxxxxxxxx its President
By: /s/ Xxxxxxxx Xxxxxxxxx
--------------------------------
individually as a Natural Person
and an Adult Resident Citizen of the
State of Mississippi
MIGHTY XXXX USA, LTD.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx
its CEO
19
ADDENDUM TO PURCHASE AND SALE AGREEMENT
This Addendum is entered into the 1st day of December, 1999, by the undersigned
parties to the Purchase and Sale Agreement (the "Agreement") between Mighty Xxxx
USA, Ltd. ("Mighty Xxxx") and Product Services Co., Inc. and/or Xxxxxxxx
Xxxxxxxxx ("Xxxxxxxxx") (collectively referred to as the "Parties").
WHEREAS, The Parties entered into a Purchase and Sale Agreement dated February
1, 1999. Pursuant to which Xxxxxxxxx has received $300,000.00 to date: and
WHEREAS, in consideration of the failure of Mighty Xxxx to meet the required
conditions of the previous addendum dated November 10, 1999, and in
consideration of other agreements of the Parties set forth herein, the Parties
agree as follows:
THAT, each party agrees that the Closing Date for payment of the balance of the
$3,000,000 shall be extended until March 1, 2000. The Parties grant this
extension so they may explore the feasibility of merging Product Services Co.,
Inc. with "Mighty Xxxx" or combing to do a Joint Venture together.
Xxxxxxxxx hereby grants and conveys to Mighty Xxxx the right to Manufacture and
sell products, under the Mighty Xxxx Brand, under U.S. Patent No. 5,609,667 and
Australia Patent No. 687186 as well as the right to use U. S. Trademark
Registration No. 1,889,514 for Oil Gator and the unregistered Trademarks for all
the Gator Products set forth in Exhibit A of the Sale Purchase Agreement up to
the March 1, 2000 deadline.
THAT, the Parties hereby agree to an extension of March 1, 2000 for the balance
of the $3,000,000 to be paid or an acceptable acquisition program is set forth
by the Parties. If neither of these conditions is met by March 1, 2000, all
Moines paid to Xxxxxxxxx prior to March 1, 2000 deadline are non-refundable. In
addition, Mighty Xxxx USA, LTD shall forfeit all manufacturing and marketing
rights set forth above.
THAT all other terms of the Agreement remain unchanged.
THAT, neither party relinquishes any other rights under this Agreement.
AGREED TO AND ENTERED INTO this 1st day of December, 1999
PRODUCT SERVICES CO., INC
By: /s/ Xxxxxxxx Xxxxxxxxx
--------------------------------
Xxxxxxxx Xxxxxxxxx
its President
By: /s/ Xxxxxxxx Xxxxxxxxx
--------------------------------
Xxxxxxxx Xxxxxxxxx
individually as a Natural Person
and an Adult Resident Citizen of the
State of Mississippi
MIGHTY XXXX USA, LTD.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx
its CEO
