ADDENDUM TO
PATENT ASSIGNMENT AND ROYALTY AGREEMENT
THIS ADDENDUM TO PATENT ASSIGNMENT AND ROYALTY AGREEMENT, hereinafter
"Addendum", consisting of three (3) pages is made and entered into as of
the 1st day of December, 1999 by and between Solplax Limited, of Galway,
Ireland, (a wholly owned subsidiary of SCAC Holdings Corp., a Nevada
corporation) (hereinafter "Assignor") and Graduated Plastics, Inc., a
Nevada Corporation (hereinafter "Assignee"), collectively referred to
herein as the "Parties." As authorized by Bayan Oleg Xxxxxxx Xxxxxxxx and
SCAC Holdings Corp.
RECITALS
WHEREAS, on September 30, 1999, the Parties entered into an agreement,
(the "Agreement"), entitled "Patent Assignment and Royalty Agreement"
wherein Solplax Limited, of Galway, Ireland ("Assignor") assigned to
Graduated Plastics, Inc., a Nevada Corporation ("Assignee") Assignor's
ownership of United States Patent - 5,948,848 a patent for Biodegradable
plastics - material and a method for its manufacture, ("Patent"), as more
specifically described in the Agreement.
WHEREAS, pursuant to the terms of the Agreement, Assignee was
obligated under the provisions of paragraph "6. Consideration" to pay a
royalty to Assignor as consideration for the Assignment of the Patent.
WHEREAS, the Parties are desirous of amending the Agreement by way of
this Addendum to the extent that Assignee shall cause the transfer of Eight
Million (8,000,000) shares of the common restricted Rule 144 stock of
Millennium Plastics, Inc. and pay Three Hundred Thousand Dollars ($300,000)
("Cash Consideration") to Assignor as the consideration for the transfer of
the Patent and any pending patents and other intellectual property rights
related to the Patent, as limited only to the United States of America.
WHEREAS, concurrent with the effectiveness of this Addendum, the
royalty as set forth in paragraph six of the Agreement shall be terminated.
BASED UPON THE FOREGOING, and the mutual promises and covenants
contained herein, the Parties agree as follows:
1. Amendment of Patent Assignment and Royalty Agreement. Subject to
Assignee's transfer of Eight Million (8,000,000) shares of restricted Rule
144 shares of Millennium Plastics, Inc. and the payment of the Cash
Consideration within 30 days of the completion date of the Merger between
Millennium Plastics and Graduated Plastics, Inc., the Eight Million
(8,000,000) shares and the Cash Consideration shall replace the royalty
consideration as set forth in the Agreement. Upon receipt by Assignor of
the Eight Million (8,000,000) shares and the Cash Consideration, Assignee
will have no further obligation to pay any additional consideration to
Assignor for the Patent and Intellectual property rights as set forth in
the Agreement.
2. Approval of Merger. Assignor hereby approves the Merger between
Millennium Plastics, Inc. and Graduated Plastics, Inc., as such Merger may
effect the terms and conditions of the Agreement and any amendment thereof.
3. Other Terms and Conditions. All other terms and conditions of the
Agreement shall remain in full force and effect.
4. Notice. All notices, consents, approvals or other documents
required to be given or delivered under this Addendum shall be given in
writing either by personal delivery or certified mail, return receipt
requested.
Any written notice to Assignor shall be delivered to:
Solplax Limited
President
Any written notice to Assignee shall be delivered to:
Graduated Plastics
Xxxx Xxxxxxxx, President
copy to:
Xxxxxx X. Xxxxxxxxxx
Sperry Young & Xxxxxxxxxx
0000 X. Xxxxxxxx Xx. Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
5. Governing Law. The laws of the State of Nevada shall govern this
Addendum.
6. Construction. For purposes of this Addendum, the language herein
shall be deemed to be the language of both Parties, and neither Party shall
be deemed to be the Drafting Party.
7. Attorneys' Fees. In any action or controversy arising out of or
relating to this Addendum, the Prevailing Party shall be entitled to its
reasonable attorneys' fees and costs.
8. Definitions. Whether used with upper or lower case initial
letters, the following terms will have the following meanings when used
herein:
8.1 "Patent" shall mean Assignor's rights to the Patent as used in
Assignor's Federal Registrations and Applications:
U.S. Patent No. 5,948,848
together with such other common law rights as the Assignor may possess.
8.2 "Intellectual Property" shall mean any rights resulting from
Assignor creation, perfection, use of the Patent and Patents Pending,
as more fully described in the Agreement.
9. Successors in Interest. The rights and obligations of the Parties
hereto shall inure to the benefit of, and be binding upon and enforceable
against the respective successors and assigns of the Parties.
10. Waiver. No waiver by any Party of any breach of any provision
herein shall constitute a waiver of any other breach of that or any other
provision hereof.
11. Severability. The invalidity of any provisions of this Addendum or
portion of a provision shall not affect the validity of any other provision
of this Addendum, nor the remaining portion of the applicable provision.
12. Headings. Headings contained in this Addendum are for the
convenience of reference only and shall not affect the meaning or
interpretation of this Addendum.
13. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original, and all
such counterparts shall constitute one instrument.
14. Amendments. The Agreement and any Addendum's thereof shall not be
modified or amended except pursuant to an instrument in writing executed by
a duly authorized agent of each of the Parties to this Addendum.
WHEREFORE, this Addendum has been executed on the date first above written
in Las Vegas, Nevada.
Graduated Plastics, Inc. Solplax Limited
A Nevada Corporation
/s/ Xxxx Xxxxxxxx /s/ B. Giltsoff
Signature Signature
Xxxx Xxxxxxxx, President
Printed Name/Title Printed Name/Title
December 2, 1999 December 2, 1999
Date Date
Approved by: Approved by:
/s/ Bayna Xxxx Xxxxxxx Gilstoff
_______________________________ ______________________________
Bayan Oleg Xxxxxxx Xxxxxxxx SCAC Holdings Corp.
