Exhibit 10.74.1
AMENDED AND RESTATED
TECHNOLOGY LICENSE AND REAGENT SUPPLY AGREEMENT
THIS AMENDED AND RESTATED TECHNOLOGY LICENSE AND REAGENT SUPPLY
AGREEMENT (the "Agreement"), is made and entered into as of March 26, 2002 by
and between Environmental Technologies Group, LLC, a Utah limited liability
company (the "Licensee"), and Headwaters Incorporated, a Delaware corporation
(the "Licensor").
WHEREAS Licensor has developed a proprietary process to produce
synthetic fuel from coal, and Licensor is entitled to license the Synthetic Fuel
Technology (as defined below) to Licensee;
WHEREAS Licensee owns a synthetic fuel manufacturing plant (the
"Facility");
WHEREAS Licensee wishes to obtain and Licensor wishes to grant to
Licensee a license for the Synthetic Fuel Technology to be used in connection
with the Facility on the terms and conditions set forth in this Agreement, and
Licensee wishes to obtain and Licensor wishes to sell to Licensee the
Proprietary Reagent (as defined below) for use in the operation of the Facility;
WHEREAS Licensor and Licensee entered into a Technology License and
Reagent Supply Agreement as of December 28, 2001 and wish to amend and restate
their agreement as set forth herein;
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Licensor and Licensee each agree as follows:
Section 1. Definitions.
"Coal Feedstock" means Licensee's coal to be processed at the Facility
into synthetic fuel.
"Code" means the Internal Revenue Code of 1986, as amended.
"Developed Technology" means any inventions, "Improvement," or
technology that Licensor may conceive, make, invent, or suggest in connection
with Licensor's disclosure to Licensee of the Synthetic Fuel Technology, all of
which the parties hereto acknowledge and agree constitutes the sole and
exclusive property of Licensor. "Developed Technology" also means any
inventions, "Improvement," or new technology directly related to the Synthetic
Fuel Technology that Licensor or Licensee may conceive, make, invent or suggest
relating to the Synthetic Fuel Technology during the Term of this Agreement.
"Effective Date" means the date of this Agreement set forth above.
"Facility" has the meaning set forth in the preamble.
"Improvement" means an alteration or addition to an invention or
discovery which may enhance performance or economics while maintaining a
product's, device's, or method's essential identity and character. An
"Improvement" may comprise alterations or additions to either patented or
unpatented inventions, discoveries, technology, or devices, and may or may not
be patentable.
"Licensee" has the meaning set forth in the preamble.
"Licensor" has the meaning set forth in the preamble.
"Proprietary Reagent" means and refers to the chemical reagent
compounds that are part of Licensor's Synthetic Fuel Technology, necessary for
the production, by Licensee, of synthetic fuel reasonably expected to constitute
"qualified fuels" pursuant to the terms of Section 29(c)(1)(C) of the Code and
with respect to which Section 29 is applicable pursuant to Section 29(f) and
29(g) of the Code.
"Synthetic Fuel Technology" means all intellectual property, patents
(including, but not limited to, United States Patent Numbers 5,599,361;
5,487,764 and 5,453,103) and applications therefor, printed and not printed
technical data, know-how, trade secrets, proprietary chemicals, copyrights and
other intellectual property rights, inventions, discoveries, techniques, works,
processes, methods, plans, software, designs, drawings, schematics,
specifications, communications protocols, source and object code and
modifications, test procedures, program cards, tapes, disks, algorithms and all
other scientific or technical information in whatever form including "Developed
Technology" and "Improvements" relating to, embodied in or used in the process
to produce synthetic fuel from coal, waste coal, coal fines, and other coal
derivatives, including all such information in existence as of the date of this
Agreement as well as related information later developed by Licensor; provided,
however, that the defined term "Synthetic Fuel Technology" shall not include the
proprietary process/method or other binder material or composition developed by
Licensor to produce synthetic coke briquettes from coke breeze, iron revert
materials, or any technology used in any application other than the processing
and production of solid synthetic fuel made from coal. Nothing in this Agreement
is intended to grant to Licensee the right to apply the Synthetic Fuel
Technology to produce anything other than solid synthetic fuel intended to
qualify for tax credits under Section 29(c)(1)(C) of the Code.
Section 2. License Grant.
2.1 General. Licensor hereby grants to Licensee a non-exclusive license
to use the Synthetic Fuel Technology, including Developed Technology and/or
Improvements relating to the Synthetic Fuel Technology, throughout the term of
this Agreement, for the purpose of commercial exploitation, including the
non-exclusive right to make, have made or use at the Facility and to offer to
sell and to sell or otherwise transfer products that have been manufactured with
the Synthetic Fuel Technology, subject to the terms and conditions of this
Agreement. Licensee shall not have the right to sublicense the Synthetic Fuel
Technology other than to an operator employed at the Facility by Licensee for
operations solely at the Facility.
2.2 Licensor's Ownership of Developed Technology. All Developed
Technology and/or Improvements are and shall become Licensor's absolute
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property, subject to the terms of this Agreement. Licensee shall at any time
during the term of this Agreement and thereafter, at Licensor's reasonable
request, execute any patent papers covering such Developed Technology and/or
Improvements as well as any other documents that Licensor may reasonably
consider necessary or helpful in the prosecution of applications for a patent
thereon or in connection with any litigation or controversy related thereto;
provided, however, that all expenses incident to the preparation, review or
filing of such applications and the prosecution thereof and the conduct of such
litigation shall be borne by Licensor.
2.3 Exclusive Technology. For the production of synthetic fuel,
Licensee agrees to use only the Synthetic Fuel Technology at the Facility and
not to use any other substitute technology at the Facility. Licensee shall not
use any process or methodology in the production of synthetic fuel at the
Facility that is not part of the Synthetic Fuel Technology except as expressly
set forth in this Agreement. Licensee (a) shall not make or have made products
using the Synthetic Fuel Technology or similar technology except at the Facility
and (b) shall only make and have made products using the Synthetic Fuel
Technology at the Facility under this License Agreement. Licensee further agrees
to use the Synthetic Fuel Technology only under authority of this License
Agreement with Licensor.
2.4 Non-licensed Technology. Licensor retains the absolute right to
fully exploit its technologies including, but not limited to, the application of
such technology embodied in the Synthetic Fuel Technology to produce, market and
use synthetic coke briquettes from coke breeze, iron revert materials, and any
other materials to which Licensor's technology can be applied.
2.5 Confidentiality. Each of the parties hereby agrees to maintain the
Synthetic Fuel Technology confidential and not to disclose the Synthetic Fuel
Technology, or any aspect thereof, including the Developed Technology or
Improvements (collectively, the "Confidential Technology Information");
provided, that Licensee acknowledges and agrees that nothing herein shall limit
Licensor from disclosing Confidential Technology Information to other of
Licensor's licensees. Notwithstanding the foregoing, information which (a) is or
becomes generally available to the public other than as a result of an
unauthorized disclosure by the parties or their respective agents, employees,
directors or representatives, (b) was available to the party receiving
disclosure on a non-confidential basis prior to its receiving disclosure
hereunder, (c) lawfully becomes available to the party receiving disclosure on a
non-confidential basis from a third party source (provided that such source is
not known by the party receiving disclosure or its agents, employees, directors
or representatives to be prohibited from transmitting the information), or (d) a
party is compelled by legal process by any court or other authority to disclose
shall not be subject to the terms of this Section 2.5. In the case of (d) above,
the compelled party shall give the other party prompt written notice of such
legal process in order that an appropriate protective order can be sought at the
other party's sole cost and expense and each party agrees not to oppose the
other party's efforts to prevent the disclosure of Confidential Technology
Information. At the termination of this Agreement, all copies of any
Confidential Technology Information (including, without limitation, any reports
or memoranda) shall be returned by the party receiving disclosure.
2.6 Know-How and Assistance. To enable Licensee to benefit fully from
the license of the Synthetic Fuel Technology, Licensor shall provide to Licensee
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access to all relevant documentation, drawings, engineering specifications and
other know-how in its possession, reasonable access to its employees or agents
who are familiar with the Synthetic Fuel Technology, Developed Technology, and
Improvements and shall provide such technical assistance and training as is
requested by Licensee. Licensee shall reimburse Licensor for reasonable travel
and other similar out-of-pocket expenses of Licensor in performing services
under this Section 2.6; provided however, that Licensor shall obtain the prior
approval of Licensee for any expenditures in excess of $5,000.
Section 3. Royalty Payments. During the term of this Agreement,
Licensee shall pay to Licensor a royalty in an amount equal to $4.75 per ton of
synthetic fuel produced at the Facility (regardless of the ownership or location
thereof) and sold during the period commencing on the Effective Date hereof and
ending upon the expiration of the term (or earlier termination) of this
Agreement. Such royalty shall be paid quarterly on the 20th day of January,
April, July and October of each year for the synthetic fuel sold during the
immediately preceding calendar quarter, regardless of whether the Synthetic Fuel
Technology is used.
Section 4. Sales of Proprietary Reagent.
4.1 Sale and Purchase. During the term of this Agreement, Licensee
shall purchase from Licensor the Facility's full requirement of reagent for use
in the manufacture of synthetic fuel at the Facility (regardless of the
ownership or location thereof), and Licensor shall supply Proprietary Reagent to
Licensee, on the terms specified herein. Payment for Proprietary Reagent
delivered by Licensor during any calendar month shall be billed by Licensor
monthly at the end of each month and due and payable by Licensee by the 10th day
of the following month. Payments after the applicable due dates shall accrue
interest at the rate of one percent per month.
4.2 Substitute Reagent. Licensor agrees that upon 20 days written
notice to Licensor, Licensee may purchase reagent from an alternative supplier
if Licensor cannot supply Licensee's requirements for reagent as called for in
Section 4.1. If at any time Licensor provides 20 days written notice of its
intention to cure its performance under Section 4.1 and provides Licensee
reasonably adequate assurance of its ability to perform, then Licensee's
obligation to purchase reagent from Licensor under Section 4.1 shall be
reinstated.
4.3 Conditional Sale. Licensee acknowledges and agrees that the
Proprietary Reagent is the subject of Licensor's patents, including but not
limited to United States Patents No. 5,453,103, 5,487,764, and 5,599,361, and
that Licensee shall purchase Proprietary Reagent from Licensor solely for its
own internal needs in connection with the production by Licensee of synthetic
fuel and not for resale. Further, Licensee shall not produce or attempt to
produce, directly or indirectly, Proprietary Reagent.
4.4 Price. The price which Licensee shall pay to Licensor for the
Proprietary Reagent shall be $1.275 per dry pound of Covol 298 or $1.475 per dry
pound of Covol 298-1. The Proprietary Reagent price shall be subject to an
inflation adjustment of four percent beginning January 1, 2003 and annually
thereafter; provided, however, that at no time will Licensor be required to
supply Proprietary Reagent to Licensee at less than Licensor's cost of supply
including reasonable overhead, plus a 10 percent profit.
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4.5 Licensor Representations and Warranties. Licensor represents,
warrants and covenants as follows:
(a) Licensor shall convey to Licensee good title to all
Proprietary Reagent and purchased by Licensee from Licensor hereunder, free and
clear of any and all liens, claims and encumbrances of any type whatsoever.
(b) The Proprietary Reagent shall be delivered in accordance
with applicable laws and governmental regulations.
4.6 Order Procedure. Licensee shall deliver all purchase orders for
Proprietary Reagent at least ten (10) days in advance of the requested delivery
date. Each such purchase order shall be delivered either (a) in writing
(including by fax), or (b) orally by telephone by an authorized agent of
Licensee (subject to the condition that it is followed by a written purchase
order within 24 hours). Such purchase orders shall be sent to Licensor at such
address as Licensor shall direct.
4.7 Delivery and Acceptance. All Proprietary Reagent purchased
hereunder shall be delivered F.O.B. trucks at the Facility. Licensee shall bear
the expense of unloading the Proprietary Reagent from the trucks. Licensee shall
have a reasonable opportunity to sample Proprietary Reagent delivered to it
hereunder to confirm that such Proprietary Reagent conforms to the
specifications attached hereto as Exhibit A-1 and A-2, and Licensee shall not be
deemed or required to accept any such Proprietary Reagent prior to the
completion of such sampling; provided, however, that Licensee shall be deemed to
have accepted any Proprietary Reagent supplied to it hereunder, if such
Proprietary Reagent is not rejected by Licensee in writing within five (5) days
of delivery to Licensee.
Section 5. Records; Inspection; Confidentiality. Each party hereto
shall keep accurate records containing all data reasonably required for the
computation, reporting, and verification of the amounts to be paid by the
respective parties under this Agreement, and shall permit each other party or an
independent accounting firm designated by such other party to inspect and/or
audit such records during normal business hours upon reasonable advance notice.
All costs and expenses incurred by a party in connection with such inspection
shall be borne by it. Each party agrees to hold confidential from all third
parties all information contained in records examined by or on behalf of it
pursuant to this Section 5 (collectively, "Confidential Project Information");
provided, however, that information which (a) is or becomes generally available
to the public other than as a result of an unauthorized disclosure by the
parties or their respective agents, employees, directors or representatives, (b)
was available to the party receiving disclosure on a non-confidential basis
prior to its receiving disclosure hereunder, (c) lawfully becomes available to
the party receiving disclosure on a non-confidential basis from a third party
source (provided that such source is not known by the party receiving disclosure
or its agents, employees, directors or representatives to be prohibited from
transmitting the information), or (d) a party is compelled by legal process by
any court or other authority to disclose shall not be subject to the terms of
this Section 5. In the case of (d) above, the compelled party shall give the
other party prompt written notice of such legal process in order that an
appropriate protective order can be sought at the other party's sole cost and
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expense and each party agrees not to oppose the other party's efforts to prevent
the disclosure of Confidential Project Information. At the termination of this
Agreement, all copies of any Confidential Project Information (including,
without limitation, any reports or memoranda) shall be returned by the party
receiving disclosure.
Section 6. Enforcement of Proprietary Rights. Licensee shall cooperate
in good faith, at no cost or expense to Licensee, with Licensor's efforts to
enforce its proprietary patent and trade secret rights.
Section 7. General Representations and Warranties.
7.1 Authority. Each of Licensee and Licensor represents and warrants
that (a) the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized
on its behalf by all requisite action, corporate or otherwise, (b) it has the
full right, power and authority to enter into this Agreement and to carry out
the terms of this Agreement, (c) it has duly executed and delivered this
Agreement, and (d) this Agreement is a valid and binding obligation of it
enforceable in accordance with its terms, except as limited by applicable
bankruptcy, insolvency, reorganization or similar laws at the time in effect.
7.2 No Consent. Each of Licensee and Licensor represents and warrants
that no approval, consent, authorization, order, designation or declaration of
any court or regulatory authority or governmental body or any third-party is
required to be obtained by it, nor is any filing or registration required to be
made therewith by it for the consummation by it of the transactions contemplated
under this Agreement.
7.3 Intellectual Property Matters. Licensor represents and warrants (a)
to its best knowledge and good faith belief that it owns, free and clear of all
liens and encumbrances, patents related to the Synthetic Fuel Technology
(including, but not limited to, United States Patent Numbers 5,599,361,
5,487,764 and 5,453,103) and has developed the Synthetic Fuel Technology,
including, but not limited to, printed and not printed technical data, know-how,
trade secrets, proprietary chemicals, copyrights, and other intellectual
property rights and all other scientific or technical information in whatever
form relating to, embodied in or used in the process to produce synthetic fuel
from coal, waste coal, coal fines, and other similar coal derivatives, and, the
right to freely make, use, sell and exploit Proprietary Reagent used in
manufacturing synthetic fuel from coal, waste coal, coal fines and other similar
coal derivatives, and (b) that it has the right and power to grant to Licensee
the licenses granted herein.
7.4 Indemnification. Each party agrees to indemnify, defend, protect
and hold harmless the other party and its partners, directors, officers,
members, agents, representatives, subsidiaries and affiliates from and against
any and all claims, demands or suits (by any party, including any governmental
entity), losses, liabilities, damages, obligations, payments, costs and expenses
(including the costs and expenses of enforcing this indemnification and
defending any and all actions, suits, proceedings, demands and assessments,
which shall include reasonable attorneys' fees and court costs) resulting from,
relating to, arising out of, or incurred in connection with any breach of any of
the representations, warranties and/or covenants contained in this Agreement.
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Section 8. Term. The term of this Agreement is for the period
commencing on the Effective Date of this Agreement and will continue (unless
terminated according to the terms and conditions of this Agreement) until
December 31, 2007, or such earlier date on which synthetic fuel produced at the
Facility shall cease to constitute "qualified fuels" with respect to which the
Licensee shall be entitled to claim federal income tax credits pursuant to
Section 29 of the Code. Upon at least 6 month's written notice before December
31, 2007 by either party, this Agreement shall be extended until December 31,
2015, or such earlier date on which synthetic fuel produced at the Facility
shall cease to constitute "qualified fuels" with respect to which the Licensee
shall be entitled to claim federal income tax credits pursuant to Section 29 of
the Code. Anything in this Agreement notwithstanding, this Agreement shall
remain in full force and effect for so long as the Facility produces synthetic
fuel.
Section 9. Termination. This Agreement shall terminate upon the
termination date set forth in Section 8, unless the Agreement is terminated
sooner pursuant to this Section 9.
9.1 Termination for Cause. In addition to any other remedies that may
exist, either party may terminate this Agreement for cause in the event the
other party commits a material breach of any provision of this Agreement by
giving the other party at least sixty (60) days prior written notice of such
termination in the case of a breach other than for the payment of money, or in
the case of a breach for a failure to pay, fifteen (15) days notice, unless such
default or breach is cured within said sixty (60) or fifteen (15) days
respectively. If either party terminates this Agreement pursuant to this Section
9, each party shall promptly return and cause all of its agents to promptly
return to the other party Confidential Technology Information and all
Confidential Project Information (together, "Confidential Information"),
including with respect to Licensee, all Synthetic Fuel Technology then in its
possession, and such party shall not thereafter use for its own commercial
benefit or disclose to any third person any Confidential Information or during
the period ending three (3) years from the date of such termination; provided
however that Licensee may terminate this Agreement as set forth in this Section
9.1 while continuing to use the Synthetic Fuel Technology for so long as
Licensee continues to pay Licensor royalty payments as set forth in Section 3.
Notwithstanding the foregoing, information which (a) is or becomes generally
available to the public other than as a result of an unauthorized disclosure by
the receiving party or its respective members, agents, employees, directors or
representatives, (b) was available to the Licensee on a non-confidential basis
prior to its receiving disclosure hereunder, (c) lawfully becomes available to
the receiving party on a non-confidential basis from a third party source
(provided that such source is not known by the receiving party or its members,
agents, employees, directors or representatives to be prohibited from
transmitting the information), or (d) the receiving party is compelled by legal
process by any court or other authority to disclose shall not be subject to the
terms of the duty to protect Confidential Information set forth in this section.
In the case of (d) above, the receiving party shall give the other party prompt
written notice of such legal process in order that an appropriate protective
order can be sought at the other party's sole expense and the receiving party
agrees not to oppose such party's efforts to prevent the disclosure of
Confidential Information.
9.2 Termination for Insolvency or Ceasing Business. This Agreement may
be terminated by either party if:
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(a) The other party becomes insolvent or is unable to pay its
debts as they fall due, seeks protection voluntarily or involuntarily under any
law relating to bankruptcy, receivership, insolvency, administration,
liquidation, dissolution or similar law of any jurisdiction (other than for the
purposes of a reorganization with a view to continuing the business as a going
concern under relevant bankruptcy or insolvency proceedings) or enters into a
general assignment or arrangement or a composition with or for the benefit of
its creditors; or
(b) The other party takes any step (including the filing or
presentation of a petition, or the filing of an application or consent) in any
jurisdiction for, or with a view to, the appointment of an administrator,
liquidator, receiver, trustee, custodian or similar official (other than for the
purposes of a reorganization with a view to continuing the business as a going
concern under relevant bankruptcy or insolvency proceedings) for such party
and/or the whole or any part of the business, undertaking, property, assets, or
uncalled capital of such party or any such person is appointed.
9.3 Effect of Termination. Upon termination of this Agreement, all
rights granted to and future obligations of the parties shall immediately cease
except as provided above; however termination shall not relieve either party of
its obligations accrued during the term of this Agreement (including any
pre-termination obligation Licensee may have to pay Licensor) which has not been
fulfilled, and all representations, warranties, indemnification obligations and
confidentiality agreements made herein shall survive termination of this
Agreement.
Section 10. Waiver. The failure of any party to enforce at any time any
provision of this Agreement shall not be construed as a waiver of such provision
or the right thereafter to enforce each and every provision. No waiver by any
party, either express or implied, of any breach of any of the provisions of this
Agreement shall be construed as a waiver of any other breach of such term or
condition.
Section 11. Severability. If any provision of this Agreement shall be
held by a court of competent jurisdiction to be invalid or unenforceable in any
respect for any reason, the validity and enforceability of any such provision in
any other respect and of the remaining provisions of this Agreement shall not be
in any way impaired.
Section 12. Notices. All notices required or authorized by this
Agreement shall be effective upon receipt and given to the parties in writing by
fax, mail, or courier as follows:
To Licensor: President
Headwaters Incorporated
00000 X. Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Fax: (000) 000-0000
To Licensee: Environmental Technologies Group, LLC
00000 X. Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Fax: (000) 000-0000
Attn: Manager
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With a copy to: Red Hawk Energy, LLC
10,000 Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Fax: (000) 000-0000
Attn: President
Section 13. Remedies Cumulative. Remedies provided under this Agreement
shall be cumulative and in addition to other remedies provided by law or in
equity.
Section 14. Entire Agreement. This Agreement constitutes the entire
agreement of the parties relating to the subject matter hereof. There are no
promises, terms, conditions, obligations, or warranties other than those
contained herein. This Agreement supersedes any and all prior communications,
representations, or agreements, verbal or written, between the parties relating
to the subject matter hereof. This Agreement may not be amended except in
writing signed by the parties hereto.
Section 15. Governing Law. This Agreement shall be governed in
accordance with the laws of the State of Utah, exclusive of its conflict of laws
rules.
Section 16. Assignment.
(a) Except as set forth in this Section 16, this Agreement may
not be assigned, in whole or in part, by any party without the written consent
of the other party, which consent shall not be unreasonably withheld or delayed.
Licensor and Licensee shall have the right to assign their respective rights and
obligations under this Agreement to any entity which is controlled by Licensor
or Licensee, as the case may be, and of which Licensor or Licensee, as the case
may be, owns, directly or indirectly, at least fifty percent (50%) of each class
of its outstanding securities, provided that no such assignment shall release
Licensor or Licensee, as the case may be, from their respective obligations
hereunder.
(b) Licensee covenants not to transfer ownership of the
Facility except on condition that the Licensee, as a part of such transfer,
assigns its obligations under this Agreement to a person (a "Facility
Assignment"), subject to Licensor's written consent, which consent shall not be
unreasonably withheld or delayed. No such attempted assignment by Licensee shall
be valid unless the putative transferee shall have agreed unqualifiedly to
assume the obligations of Licensee under this Agreement.
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Executed by the duly authorized representative of the parties on the
date and year first above written.
HEADWATERS INCORPORATED
By: /s/ Xxxxx X. Xxxx
-----------------------------
Name: Xxxxx X. Xxxx
Its: President
ENVIRONMENTAL TECHNOLOGIES GROUP, LLC
By: /s/ Xxxxx X. Xxxx
---------------------------------------------------
Name: Xxxxx X. Xxxx
Its: President, Headwaters Incorporated, Manager
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Exhibit A-1
Specifications of Proprietary Reagent - Covol 298
I. MATERIAL DESCRIPTION:
Color: White
Odor: Slight odor
Appearance/Physical State Liquid with suspended solids
Description Note: Proprietary Carboxylated
Styrene/Butadiene Polymer
II. GOVERNMENT INDUSTRY STANDARDS:
Non-food Contact
III. TEST REQUIREMENTS:
--------------------------------- ------------- -------------- -----------------
Test Item and Condition Limit Unit Method
--------------------------------- ------------- -------------- -----------------
Solids 48.0-50.0 Wt% DOWM 100008
PH 5.5-6.5 DOWM 100429
2000 Mesh Residue, per 900 ml 0.05 Max Grams LTM 004
--------------------------------- ------------- -------------- -----------------
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Exhibit A-2
Specifications of Proprietary Reagent - Covol 298-1
I. MATERIAL DESCRIPTION:
Color: White
Odor: Slight odor
Appearance/Physical State Liquid with suspended solids
Description Note: Proprietary Carboxylated
Styrene/Butadiene/Acrylate/Acetate
Polymer
II. GOVERNMENT INDUSTRY STANDARDS:
Non-food Contact
III. TEST REQUIREMENTS:
--------------------------------- ----------------- ------------ ---------------
Test Item and Condition Limit Unit Method
--------------------------------- ----------------- ------------ ---------------
Solids 51.0 - 53.0 Wt% DOWM 100008
PH 5.0 - 6.5 DOWM 100429
2000 Mesh Residue, per 900 ml 0.05 Max Grams DOWM 101784
--------------------------------- ----------------- ------------ ---------------
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