Agreement with PPYM
for
Purchase of Patents
10.3
PATENT SALE AND PURCHASE AGREEMENT
THIS PATENT SALE AND PURCHASE AGREEMENT is made and entered into this
14th day of November 1995 by and between
(1) PROGRESSIVE POLYMERICS, INC., a New York corporation, referred to herein as
the "SELLER".
(2) PROGRESSIVE POLYMERICS INTERNATIONAL, INC., a Nevada corporation, referred
to herein as "International".
AND
(3) FIDELITY HOLDINGS, IIIC., a Nevada corporation, referred to herein as to
"BUYER"
WTTNESSETH THAT:
WHEREAS, the SELLER is a wholly-owned subsidiary of Progressive
Polymerics International, Inc., a Nevada corporation, hereinafter referred to as
"'international", and is the owner of two United States patents, #5,217,667
issued June 8, 1993 and #5,312,658 issued May 17, 1994, and certain filings with
respect thereto in Canada, all such patents and filings hereinafter being
referred to as the "PATENTS";
WHEREAS, International acquired SELLER with the intention and purpose
of providing financing to complete development of the products under the PATENTS
and to exploit such patents through the manufacture and sale/distribution of the
so-called "armored conduit" product;
WHEREAS, international has not been able to complete its intended
financing and exploitation, and certain litigation has interfered with its
ability to secure the necessary financing, and International cannot, at this
time, complete its financing and exploitation, and international is desirous of
assisting SELLER in accomplishing its goals, even through a sale by SELLER of
the PATENTS, and international has secured the approval of a majority of its
stockholders for this transaction and Agreement;
4. Emergency Directors. Prior to such an emergency, the Board of
Directors may designate officers or other persons who shall serve as directors
in emergency meetings in the event that the elected directors shall for any
reason be rendered incapable of discharging their duties.
5. Lines of Succession. The Board of Directors, either before or during
any such emergency, may provide, and from time to time modify, lines of
succession in the event that during such an emergency any or all officers or
agents of the corporation shall for any reason be rendered incapable of
discharging their duties.
6. Termination. Upon termination of the emergency, as declared by the
Board of Directors or other person discharging their duties, the emergency
by-laws shall cease to be operative. Termination shall not affect the legality
of actions taken hereunder.
ARTICLE XI
AMENDMENTS
1. These by-laws may be amended, repealed or altered in whole or in
part, by a majority vote of the outstanding stocks of the corporation, at any
regular or special meeting of the stockholders. Written notice shall, not less
than five (5) days before a stockholders' meeting called by the Board of
Directors for the purpose of considering proposed amendments, be given to each
stockholder of record entitled to vote. Such notice shall set forth the proposed
amendment or a summary of the changes to be effected thereby.
20
2. These By-laws may also be amended, repealed, or altered, in whole or
in part, by a majority vote of the Board of Directors, at any meeting, without
prior notice. However, such by-laws, or any provision thereof, made, altered,
amended, or repealed by the Board of Directors, shall from time to time be
submitted to the stockholders for approval, and may be further altered, amended
or repealed by the stockholders at any annual meeting or, upon notice, at any
special meeting, and when so altered, amended or repealed, the Board of
Directors' changes disapproved by the stockholders shall not be re-established
by the Board of Directors without the prior approval of the stockholders.
21
