AGREEMENT
Made between Digital Video Display Technologies Corp. ("DVD" or "Licensee") of
000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, XXX, 00000 and Software Control Systems
International, Inc. ("SCSI") of #000, 0000 Xx. 0 Xxxx Xxxxxxxx, X.X. Xxxxxx X0X
0X0 made this 14th day of June, 1999.
Whereas, SCSI holds the exclusive right, title and interest in and to the United
States Patent Number, 5,481,509 and is duly authorized to enter into this
agreement and
Whereas, Licensee desires to obtain a license to the United States Patent Number
5,481,509 under the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the parties agree as follows:
1. Licensee hereby obtains from SCSI an exclusive license to utilize its
United States Patent Number 5,481,509 (attached as Exhibit 1) for the term of
the patent and any permissible renewals thereof. This license will include all
present and future improvements and enhancements as made by SCSI.
2. Licensee is free to enter into this agreement without restriction and is
legally and financially unencumbered.
3. In consideration for the license, Licensee will issue to SCSI 2,000,000
shares of Digital Video Display Technologies Corp. pursuant to the restrictions
as provided in Rule 144 under the Securities act of 1933, plus Two Hundred and
Fifty Thousand ($250,000) Dollars US payable upon the completion of DVDT's
financing or September 1, 1999, whichever is earlier.
4. In the event that the Licensee ceases operations or any creditor
arrangement is entered into, or Licensee is declared bankrupt then the license
will be returned to SCSI.
5. At the closing of this agreement SCSI will be issued its shares or an
irrevocable undertaking to issue the shares.
6. SCSI will have the right to appoint one member to the Board of Directors.
7. Each party has been duly authorized to enter into this agreement by
resolution of its Board of Directors.
8. SCSI will have the exclusive right to offer DVDT's products for sale
within Canada and the States of Oregon, Washington, Montana, Idaho and Hawaii at
favourable wholesale prices.
9. This agreement contains the entire understanding of the parties, and
neither party is relying upon any representation which does not expressly appear
in this agreement. It cannot be modified unless in writing and signed by both
parties. No waiver by a party of any provision of this agreement shall
constitute a waiver of any future violation of any said provision or of any
other provision of this agreement. Each party has had an opportunity to review
this agreement with counsel, and there shall be no presumption concerning the
agreement against the drafter of the agreement. In the event that any provision
of this agreement is found to violate any statue, regulation, rule or law, the
invalidity of such provision shall not be deemed to affect any other provision
hereof or the validity of the remainder of this letter agreement, and such
invalid provision shall be deemed deleted from this letter agreement to the
minimum extent necessary to cure such violation. This agreement is and shall be
binding upon the parties, their agents, successors, heirs' representatives,
administrators, designees and assigns, as well as upon all entities with which
they are directly or indirectly associated or affiliated in a capacity other
than as a passive investor together with individuals associated with such
entities. This agreement will be governed by and construed in accordance with
the laws of the Province of B.C. and all parties agree to be subject to the
personal jurisdiction of the courts of the Province of B.C.
Signed and sealed the day and year first above written.
Digital Video Display Technologies Corp.
/s/ Xxxxxxx X. Xxxx, Director
Software Control Systems International Inc.
/s/ Xxxxxx Xxxxxxx, President
ADDENDUM TO AGREEMENT
Made between Digital Video Display Technologies Corp.(DVDT) of 590 Madison,
Avenue, 21st Floor, New York, NY USA 10022 and Software Control Systems
International Inc. # 000, 0000 Xx. 0 Xxxx, Xxxxxxxx, X.X., Xxxxxx X0X 0X0 made
this 26th day of November, 1999.
Whereas, SCSI has licensed to DVDT its United States Patent 5,481,509
under certain terms and conditions and
Whereas, DVDT has issued 2,000,000 shares, which SCSI acknowledges
receiving.
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the parties agree as follows:
1. Pursuant to the license agreement DVDT agrees to pay on or before the
15th day of every month $20,000 USD to SCSI starting December 15, 2000 with an
additional payment of $10,000.00 on December 15, 2000.
2. Each party has been duly authorized to enter into this agreement by its
Board of Directors.
3. This agreement contains the entire understanding of the parties and
neither party is relying upon any representation which does not expressly appear
in this agreement. This agreement is and shall be binding upon the parties their
agents, successors, heirs, representatives, administrators, designees and
assigns as well as upon all entities with which they are directly or indirectly
associated or affiliated in a capacity other than as a passive investor together
with individuals associated with such entities. This agreement will be governed
by and construed in accordance with the laws of the Province of B.C. and all
parties agree to be subjected to the personal jurisdiction of the courts of the
Province of B.C.
Signed the day and year first above written
Digital Video Display Technologies Corp.
/s/ Xxx Xxxxxxxxx
President and Director
Software Control Systems International Inc.
/s/ Xxxx Xxxxxxx
President
