EXHIBIT 10.1
Agreement with Precision Tracking FM, Inc.,
(`The License Agreement`)
AGREEMENT
This is an agreement made effective as of January 31, 1997
(hereinafter `Effective Date`) by and among Versus
Technology, Inc., a Delaware corporation, whose mailing
address is 0000 Xxxxxx Xxxxx Xx.., Xxxxxxxx Xxxx, Xxxxxxxx
00000, including its parent or subsidiary corporations
(hereinafter `Versus`), and Precision Tracking FM, Inc., a
Texas corporation, whose mailing address is 00000 X.
Xxxxxxxx Xxxxxxx, Xxxxxx, Xxxxx 00000-0000, including its
parent or subsidiary corporations (hereinafter `PTFM`) and
Xxxx X. Xxxxxx (hereinafter `Xxxxxx`).
RECITALS:
A. In addition to non-infrared based tracking and
communication technologies, PTFM is engaged in the
business of manufacturing, selling, installing, licensing
and servicing products which are associated with infrared
data collection and asset location systems. PTFM claims
ownership of various United States and foreign patents,
and certain trade secrets, know how, and other
intellectual property which cover all necessary aspects
of the know how and technology employed by PTFM in the
manufacture, use, sale or licensing of PTFM`s infrared
products. PTFM markets its products both directly from
PTFM to the end user and through various licensees and
distributors.
B. PTFM desires to withdraw from its infrared based business
activities in order to develop, market, and exploit its
non-infrared based intellectual property, and desires to
transfer and exclusively license all such infrared based
intellectual property, and at Versus` option, all such
infrared based business and distribution network, to
Versus pursuant to the terms and conditions of this
Agreement and the other written agreements contemplated
hereby. Versus desires to enhance and expand its
existing infrared technology based business, and desires
substantially to acquire (for at least 10 years) the
infrared business, distribution network, and infrared
based intellectual property of PTFM pursuant to the
terms and conditions of this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING
RECITALS AND THE RECIPROCAL COVENANTS HEREINAFTER
SET FORTH, AND OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT AND ADEQUACY OF WHICH IS
HEREBY STIPULATED, THE PARTIES AGREE AS FOLLOWS:
1. Grant of License.
(a) Subject to paragraph l.(b) of this Agreement,
PTFM hereby grants to Versus a world wide, fully paid
up and royalty free, sole and exclusive, right and
license (with the right to sub-license) to make, use,
and sell articles or products which employ, practice,
or make use of any or all intellectual property or
proprietary rights to intellectual property, or any
related ancillary rights of PTFM or its affiliates
applicable to products, articles, or devices which
make use of infrared frequencies or infrared
technology, including, without implied limitation, all:
issued or applied for patents, including all
continuation, supplemental, applications or
improvements patents; know how; source codes; mask
works; manufacturing practices and procedures, bills of
material and engineering packages; schematics;
engineering files; customer and supplier data and
information; distribution agreements; manufacture or
supply agreements; firmware; software; confidential
information; trade secrets; enhancement, maintenance
and support agreements, practices and procedures;
modifications, improvements and supplements to any of
the foregoing; the right to receive royalties or other
compensation or remuneration derived from any of the
foregoing; and the like. (hereinafter the `Licensed
Rights` and/or `Assigned Rights`).
(b) For 10 years, Versus will have and enjoy the Licensed
Rights and Assigned Rights, exclusively, free and
clear, and prior in right to, the rights or claims of
any other person or entity whatsoever, including PTFM
and its affiliates; and after 10 years, the rights and
licenses of Versus obtained from PTFM will convert to a
nonexclusive basis, to be used and enjoyed by Versus on
a worldwide and royalty free nonexclusive basis in
perpetuity.
(c) The parties acknowledge and agree that the Licensed
Rights and Assigned Rights may include certain
software, hardware, patents and trade secrets that can
be used in both infrared and non-infrared based
applications. (hereinafter `Dual Use Technology`). The
parties acknowledge and agree that, subject to the
covenants of PTFM and Xxxxxx not to compete with
Versus, any license or transfer of PTFM`s rights in the
Dual Use Technology hereunder shall not impair its
rights to exploitation of Dual Use Technology for non-
infrared technology based products.
(d) Pending PTFM`s receipt of all consideration provided
for in paragraph 5, below, the rights granted herein
shall be deemed executory to the extent that no
sublicense, assignment, encumbrance or mortgage of the
Licensed Rights and or/ Assigned Rights, whether
voluntary or involuntary, shall be permitted or be
effective with respect to PTFM`s continuing interest in
the Licensed and/or Assigned Rights, without PTFM`s
express written consent to same. If the consideration
due to PTFM is not timely paid, in whole or in part,
due to the uncured fault or neglect of PTFM as may be
determined by arbitration or a final judgment of a
Court of competent jurisdiction, such failure shall not
adversely affect Versus` right to full and exclusive
use and exploitation of the Licensed Rights and/or
Assigned Rights; and if the consideration due to PTFM
is not timely paid, in whole or in part, due to the
uncured fault or neglect of Versus, PTFM`s remedy
shall be for monetary damages, and under no
circumstances shall the Licensed Rights and/or Assigned
Rights revert to, or be deemed not transferred by, PTFM
to Versus, or otherwise be divested from Versus without
its consent unless and until a judgment for such
monetary damages as may be due has not been paid or
satisfied and levy and execution pursuant to such
judgment has occurred.
2. Technology and Business Transfer.
(a) PTFM`s services and duties described below shall be
rendered pursuant to the accompanying Engineering
Services and License Agreement and Versus shall
compensate PTFM for same in accordance with paragraph 2
thereof. Promptly upon the mutual execution and
delivery of this Agreement, PTFM and Xxxxxx will take
such reasonable steps requested by Versus as may be
practicable to ensure a full and complete disclosure
and transfer to Versus of the Licensed Rights and
Assigned Rights, and PTFM and Xxxxxx will cooperate
with Versus in helping to ensure a smooth and orderly
transfer to Versus of the infrared related business
activities of PTFM. Whenever deemed desirable by
Versus, and subject to the reasonable availability of
the parties, PTFM and Versus personnel will jointly
notify and personally call on PTFM`s former infrared
customers, suppliers, manufacturers and distributors to
ensure orderly transition of the infrared business and
communication with PTFM`s infrared business network.
Further, PTFM and Xxxxxx will use their best reasonable
efforts to cause all necessary deliverables, and all
reasonably necessary personal consultation and
instruction as may be requested by Versus to be fully
and completely supplied to Versus` reasonable
satisfaction not later than 90 days following the
mutual execution and delivery of this Agreement. The
parties hereto mutually intend that, within said 90
days, PTFM shall have supplied or tendered to Versus
all such information and consultation reasonably
necessary to allow Versus and its personnel (assuming
such personnel have reasonable educational credentials,
skill and experience in the field, and sufficient time
to devote to the process, and assuming Versus has all
required facilities and equipment) to fully use,
practice and implement in a practicable and efficient
manner the Licensed Rights and Assigned Rights in the
manufacture, installation, licensing, sale and service
of the infrared products and infrared related business
as theretofore conducted by PTFM prior to the Effective
Date. The date on which PTFM certifies, in writing to
Versus, that all such information, instruction,
consultation, and cooperation has been provided to
Versus, or the date upon which said 90 days has
elapsed, whichever is later, is hereinafter referred to
as the `Completed Transfer Date`. In the event that
Versus may express reasonable dissatisfaction with
PTFM`s performance required under this paragraph,
Versus shall inform PTFM, in writing, of the specific
grounds for such reasonable dissatisfaction within 14
working days of such dissatisfaction or the Completed
Transfer Date, whichever is earlier (the `Notice`).
The Notice shall identify specific, objective and
reasonable means for PTFM to cure. If the date of the
Notice is more than 90 from the Effective Date of this
Agreement and the Notice is timely forwarded, the date
of PTFM`s reasonable and substantial compliance with
such Notice shall constitute the Completed Transfer
Date. Any dispute concerning PTFM`s reasonable and
substantial compliance hereunder shall be subject to
arbitration in Dallas County, Texas.
(b) In order to help ensure a smooth transition of
the PTFM infrared business and technology over to
Versus as above contemplated, to ensure that proper
warranty repairs and service are made for infrared
products sold by PTFM to its customers prior to the
Effective Date, as well as for other necessary business
purposes, Versus, Xxxxxx, and PTFM agree to mutually
execute and deliver, concurrently with the mutual
execution and delivery of, and as a condition precedent
to the effectiveness of, this Agreement, the form of
Engineering Services and License Agreement which is
attached hereto and incorporated herein by reference.
3. Assignment of Trademarks and Trade Names.
PTFM hereby agrees to transfer and assign to Versus`
ownership `as is`(and where possible, registered
ownership) of the following trademarks or trade names
owned by PTFM which have been used on the infrared
technology based goods or products sold by PTFM prior to
the date of this Agreement: `Collect IR,` `Argus,`
`FactoryVision,` `OmniVision,` `Phone Talker,`
`PhoneVision` and `Precision Tracking.` Promptly upon
the mutual execution and delivery of this Agreement, PTFM
shall execute such documents, and file them with the
State of Texas as may be necessary to remove the words
`Precision Tracking` from its corporate name, and will
execute and deliver in recordable form such documents of
transfer as Versus may reasonably request to convey and
transfer to Versus ownership of the foregoing trademarks
and trade names.
4. Transfer of Distribution Network; Assignment and
Assumption of Agreements.
At Versus` option, which may be exercised at any time, in
whole or in part, and from time to time, there shall be
assigned by PTFM to Versus, and Versus shall assume,
ownership and control of PTFM`s infrared product
distribution network, OEM Agreements, licenses and other
contracts to which PTFM may presently be a party relating
to the manufacture, use, sale or distribution of infrared
products (the `Existing PTFM Contracts`). Until such time
as Versus exercises its option, PTFM shall timely and
fully service, pursuant to their terms, all of the
Existing PTFM Contracts; after the exercise of Versus`
option and the consummation of the assignment and
assumption contemplated thereby, Versus shall timely and
fully service, pursuant to their terms, all of such
agreements. Following the Effective Date hereof and
pending Versus` acceptance of assignment of the Existing
PTFM Contracts, Versus shall warranty all products
approved by Versus and supplied by PTFM within such
period of time pursuant to those Existing PTFM Contracts.
The warranty shall be the same as, and be subject to the
same limitations as, the PTFM warranty contemplated by
paragraph 3(B) of the Engineering Services Agreement. In
the event any Existing PTFM Contracts continue in force
after the termination date of the Engineering Services
and License Agreement and Versus shall have failed to
request assignment of same from PTFM, then in that event,
Versus shall enter into an OEM Agreement with PTFM,
making Versus` infrared based products available to PTFM
upon the identical terms and conditions as Versus` June
30, 1995 OEM Agreement with PTFM, to the limited extent
necessary for PTFM to continue its performance under any
remaining Existing PTFM Contracts. The Existing PTFM
Contracts are attached hereto as Exhibit A and
incorporated herein by reference.
5. Payments From Versus to PTFM.
Concurrently with the mutual execution and delivery of
this Agreement Versus will pay $250,000.00 in cash to
PTFM. In addition, on the Completed Transfer Date,
Versus shall pay to PTFM an additional $250,000.00 in
cash. In addition, as promptly as practicable following
the Effective Date, Versus will issue and register in the
name of PTFM a certificate for such number of shares of
Versus common stock as is derived from dividing into
$1,000,000.00 the `Market Price of Versus Common Stock as
of the Effective Date.` (For purposes of this Agreement,
the `Market Price of Versus Common Stock as of the
Effective Date` shall be one half of the sum of the bid
and asked prices for all Versus common stock traded
during the week ending on the Friday immediately
preceding the Effective Date of this Agreement, for such
trades as are publicly reported on the NASDAQ Bulletin
Board or other then applicable public reports concerning
public transactions in shares of Versus` issued and
outstanding common stock. ) PTFM shall make such written
disclosures and representations and warranties, and shall
fully cooperate with, Versus and its counsel as may
reasonably be requested by them concerning compliance
with any applicable securities laws, rules or regulations
applicable to the issuance of such Versus shares to PTFM
or the filing of any registration statement applicable to
such shares. The certificates for the shares of Versus
common stock to be issued to PTFM will contain a legend
on the face thereof which will preclude PTFM from selling
or otherwise transferring such shares until the later of
October 1, 1997 or the date upon which there is an
effective SEC registration statement applicable to such
shares which will allow them to be publicly traded.
Versus hereby covenants and agrees to use its best good
faith efforts, at its expense, within two months
following the Effective Date of this Agreement, to
commence (and to diligently pursue to completion
thereafter) the filing of such SEC and state blue sky
registrations as may be necessary to permit such shares
to be freely tradable by PTFM upon the later of October
1, 1997 or the completion of the registration process.
If feasible, the stock to be issued to PTFM hereunder
shall be included in Versus` first registration statement
filed after Versus` 1996 private placement offering.
PTFM and Versus will mutually execute and deliver upon
the Effective Date of this Agreement the form of
Registration Rights Agreement attached hereto as Exhibit
B and incorporated herein. If Versus fails to fully and
timely pay any of the consideration contemplated in this
paragraph and fails to cure such breach within 15 days of
written notice of breach to Versus, then in that event
PTFM shall be entitled to pursue its available legal and
equitable remedies by way of arbitration in Dallas
County, Texas.
6. Enforcement and Maintenance of Patents; Indemnity.
(a) Versus, at its own expense, shall have the right and
power (but not the obligation) to institute and
prosecute or settle suits in its own name, or, if
required by law, jointly with PTFM, for infringement of
any patent legally or beneficially owned by PTFM or the
other parties to this Agreement which is included as
part of the Licensed Rights and/or Assigned Rights
under this Agreement. PTFM will give Versus such
reasonable assistance and cooperation in connection
therewith as Versus may reasonably request. Versus
shall be entitled to retain any awards, settlements or
damages which may be recovered as a result of any such
suits.
(b) PTFM shall take all such steps, and will timely pay
such fees and make such filings, as may be required to
maintain in full force and effect PTFM`s presently
existing patents identified in Exhibit C attached to
this Agreement.
(c) For claims first asserted during such time as PTFM is
required to perform services under the Engineering
Services and License Agreement which is attached hereto
and incorporated herein by reference, PTFM will
indemnify, defend, and save Versus harmless from any
cost or expense (including attorney fees and expenses)
arising from any claim of infringement of any United
States patent or wrongful use of proprietary
information of any third person, whose intellectual
property Versus` current infrared technology does not
otherwise infringe upon, insofar as such claim is based
upon an assertion that the infringement or wrongful use
is attributable to Versus` use or application of the
Licensed Rights and/or Assigned Rights.
7. Representations and Warranties.
7.1 PTFM represents and warrants to Versus that:
(a) the patents and intellectual property being
licensed to Versus by PTFM do not, and for the term of
the Engineering Services Agreement, Versus` use thereof
will not infringe upon the rights of any third party
except to the extent that Versus` presently existing
infrared based intellectual property may so infringe;
(b) except to the extent that Versus` presently existing
infrared based intellectual property may infringe upon
the rights of any third party, upon receipt of the
package constituting the Licensed Rights and Assigned
Rights, and subject to training through the Completed
Transfer Date, Versus will, at a minimum, possess all
information, know how and rights necessary effectively
to make, use and sell, without the necessity to obtain
any further rights, licenses, information or agreements
from or with anyone else, any or all of the infrared
products which are the subject of this Agreement,
including without limitation, any products which were
covered by any written agreement between PTFM and
Versus existing prior to the Effective Date of this
Agreement;
(c) PTFM has not granted to or made commitments to grant to
any other person or entity any rights or licenses to
make, use or sell infrared products employing the
Licensed Rights or Assigned Rights except for the
following agreements, a true and complete copy of each
of which, as in force on the Effective Date, has been
delivered to Versus:
(1)Emtrak
(2)Codem
(3)Continuum Production Corp. (`CPC`)
(4)Arial
(5)Entouch;
(d) Exhibit C, attached hereto contains a full and complete
list of all patents and patent applications legally or
beneficially owned or enjoyed by PTFM or Xxxxxx which
are applicable to the manufacture, use or sale of
infrared products made or sold by PTFM at any time
prior to the Effective Date of this Agreement;
(e) PTFM understands the shares of Versus common stock to
be issued to PTFM pursuant to the terms of this
Agreement (the `securities`) have not been registered
under the Securities Act of 1933, as amended (the
`Act`), and may not be sold except pursuant to an
effective registration statement, or pursuant to a duly
available exemption from such registration
requirements; PTFM is acquiring the securities for its
own account, for purposes of investment, and not with a
view to or for sale that would be in violation of the
Act; PTFM is not an `accredited investor` as such term
is defined in Rule 501(a)(1) of Regulation D under the
Act, but has such knowledge and experience in financial
and business matters that it is capable of evaluating
the merits and risks of the acquisition of the
securities, and having had access to, or having been
furnished with all such information as it has
considered necessary, has concluded that it is able to
bear those risks; the securities were not offered or
sold to PTFM by any form of a general solicitation or
general advertising; if any transfer of the securities
is to be made in reliance on an exemption under the
Act, the issuer of the securities may require an
opinion of counsel satisfactory to it that such
transfer may be made pursuant to an exemption under the
Act; in making any subsequent offering or sale of the
securities PTFM will be acting only for itself and not
part of a sale or planned distribution that would be in
violation of the Act; and, to the best of PTFM`s
knowledge, the acquisition of the securities does not
violate any law or regulation applicable to it or its
business;
(f) The product names identified in paragraph 3, above,
constitute all of the names legally owned by PTFM for
infrared based products made, marketed and sold by
PTFM;
(g) PTFM is aware of no claims, rights of off-set or causes
of action of any kind, existing or potential, which it
may have against Versus, and PTFM is aware of no
impediment to Versus` ability to perform in accordance
with this Agreement and the accompanying Engineering
Services and License Agreement;
(h) The execution and delivery of this Agreement and the
other agreements contemplated hereby, and the
performance hereunder and thereunder, by PTFM, has been
approved in writing by PTFM`s Board of Directors and by
all requisite shareholder action;
(i) A true and complete copy of each of the Existing PTFM
Contracts as in force on the Effective Date is attached
hereto as Exhibit A.
7.2 Versus Warrants and Represents to PTFM that:
(a) Versus is aware of no claims, rights of off-set or
causes of action of any kind,existing or potential, which
it may have against PTFM or Xxxxxx;
(b) Versus is aware of no impediment to PTFM`s ability to
perform in accordance with this Agreement and the
accompanying Engineering Services Agreement;
(c) The execution and delivery of this Agreement and the
other agreements contemplated hereby, and the
performance hereunder and thereunder, by Versus, has
been approved in writing by Versus` Board of Directors.
8. Force Majeure.
`Force Majeure` shall mean war, fire, flood, strike,
labor trouble, breakage of equipment, accident, riot,
action of governmental authority, or contingencies beyond
the reasonable control of the parties which prevent
performance of obligations under this Agreement. If a
Force Majeure circumstance occurs, the party so affected
shall be excused from the performance of the particular
obligation affected during the period of the Force
Majeure circumstance.
9. No Personal Liability.
Notwithstanding any provision herein to the contrary,
Xxxxxx shall not be personally liable for monetary
damages for any breach of contract or duty relating to
this Agreement and Versus` sole remedy for monetary
damages shall be limited to PTFM.
10. Miscellaneous.
This Agreement shall inure to the benefit of and be
binding upon the heirs, personal representatives,
successors and assigns of the respective parties hereto.
This Agreement, and the other documents and agreements
mentioned herein, constitute and fully integrate the
entire understanding between the parties hereto, and is
intended to supersede and cancel all prior written or
oral understandings between them dealing with the subject
matter hereof which have accrued prior to the date of
this Agreement. This Agreement may not be changed
orally, but only in writing, signed by the party against
whom enforcement of any waiver, change, amendment,
modification, extension or discharge is sought. No other
warranties, representations or covenants exist that are
not herein contained. All notices required or authorized
under this Agreement shall be in writing and shall be
deemed to have been duly given on the date of service if
served personally on the party to whom notice is to be
given, or the second day after mailing, if mailed to the
party to whom notice is to be given by first class mail,
registered or certified, postage prepaid and addressed to
the respective parties at the addresses set forth above,
unless and until a different address shall be furnished
in writing by any party desiring to change such address
to the other party, or if no such address is set forth
with respect to any such party, then by personal delivery
or registered or certified mail, postage prepaid, to the
principal office of such party, or alternatively, the
personal residence of such party, all as last known to
the party giving such notice. For each term and pronoun
used in this Agreement, the singular number includes the
plural number, and vice versa, and any gender, whether
masculine, feminine, or neuter, includes the other
genders, as appropriate and as the context may reasonably
require. The invalidity of any paragraph, provision or
part hereof shall not affect the validity of any other
paragraph, provision or part hereof. This Agreement
shall be construed as a whole and in accordance with its
fair meaning. Captions, if any, and organization are for
convenience and shall not be used in construing its
meaning. This Agreement may be executed in one or more
counterparts, all of which shall constitute one and the
same instrument and each one of which shall be deemed an
original. Each party shall, upon reasonable request,
execute and deliver such other and further documents as
may be necessary and proper to effectuate this Agreement.
This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Michigan,
excluding any conflicts-of-law rule or law which refers
to the laws of another jurisdiction. Any dispute or
controversy arising under, out of or in connection with,
or in relation to any promises by Versus hereunder (or
any amendments hereto)to pay to PTFM money, shares or
compensation shall be determined and settled by
arbitration in Dallas County, Texas, in accordance with
the rules of the American Arbitration Association and
Texas law. Any award rendered by the arbitrator shall be
final and binding upon each of the parties, and judgment
thereof may be entered in any court having jurisdiction
thereof. During the pendency if any such arbitration and
until final judgment hereon has been entered, this
Agreement shall remain in full force and effect. The
party in whose favor a money judgment may be entered
shall be entitled to recover its reasonable expenses,
attorneys fees and costs of arbitration. In the event of
litigation arising under or in connection with any other
matter or circumstances, each party consents to the
exclusive in personam jurisdiction of the state courts of
the State of Michigan, with venue in Traverse City,
Michigan, and the nonprevailing party agrees to pay the
prevailing party`s actual attorney`s fees and expenses in
connection with any such litigation, in addition to any
costs, remedies or damages the court may award. This
Agreement constitutes the jointly bargained agreement of
the parties, and the construction of this Agreement shall
not be altered or influenced by the fact or presumption
that one party had a greater or lesser hand in drafting
this Agreement. Any Recitals are hereby made a part of
this Agreement and all exhibits, attachments, and
schedules, if any, attached to this Agreement are hereby
incorporated herein by reference for all applicable
purposes. If the date for performance of any act
hereunder falls on a Saturday, Sunday, or legal holiday,
then the time for performance thereof shall be deemed
extended to the next successive business day. Whenever
it is provided in this Agreement that days be counted,
the first day to be counted shall be the day following
the date on which the event causing the period to
commence occurs. This Agreement is intended solely for
the benefit of the parties hereto and their successors,
heirs and assigns, and may not be relied upon or enforced
by any third party beneficiary.
IN WITNESS WHEREOF, THE PARTIES HAVE MUTUALLY EXECUTED
AND DELIVERED THIS AGREEMENT, EFFECTIVE AS OF THE DATE
FIRST ABOVE STATED.
Versus Technology, Inc. Precision Tracking FM, Inc.
By: Xxxx X. Xxxxxxx By: Xxxx X. Xxxxxx
__________________________ ___________________________
Xxxx X. Xxxxxxx, President Xxxx X. Xxxxxx, President
Xxxx X. Xxxxxx
______________________________
Xxxx X. Xxxxxx, individually
License Agreement Exhibit ` A `:
Precision Tracking FM Contracts
1. Software License and Value added
Reseller Agreement - T Cubed, (D) 7/12/96
2. Letter to Xx Xxxxx Xxxxxxxx
from Southwestern Xxxx (D)6/25/93
3. Release and License Agreement CPC
(Interactive Home Systems) (D) 8/23/94
4. EMTRAK/EMPAK
A. Letter to Xxx Xxxxxx (D) 6/17/96
B. Settlement Agreement (D) 3/95
5. TRL
Tag Manufacturing Venture Operating Summary (D) 7/21/95
A. Original Equipment Manufacturer`s
Reseller Agreement (D) 7/24/95
B. Amendment to Original Equipment
Manufacturer`s Reseller Agreement (D)10/24/95
6. OEM Agreement - Versus (D) 6/30/95
7. Technology License Agreement - CODEM (D)10/24/94
8. Xxxxxxx-Xxxx
A. Original Equipment Manufacturer`s
Reseller (D) 9/02/93
B. Copyright License (D) 3/30/94
C. License Agreement (D)12/29/95
9. Precision Tracking FM, Inc. Buyer
Agreement-Xxxxxxx (D) 9/01/95
10. Reseller Agreement - Dukane (D) 3/23/95
11.Turnkey Manufacturing Agreement - Ember (D) 4/26/94
12.ESSI Software Systems Incorporated/ Letter
to Xxxxxxx Xxxxxx (D)12/28/94
13. Distributorship Agreement - AST&T (D)12/12/95
14. Dealer Agreement - ISOELECTRA BV (D) 7/25/95
15. Miscellaneous Dealer Agreements
Precision Tracking License Agreement EXHIBIT` B ` :
Registration Rights Agreement,
separately bound, See Exhibit 10.3
Precision Tracking License Agreement EXHIBIT ` C ` :
Precision Tracking FM Patent List
1. United States Patent
Location System Adapted For Use
In Mulitpath Environments (D) 6/02/92
2. United States Patent
Optical Receiver For Area Location System (D) 1/04/94
3. United States Patent
Method For Receiving Optical Receiver
For Area Location System (D)10/11/94
4. United States Patent
Method For Receiving And Transmitting
Optical Data and Control Information To
And From Remotely Located Receivers and
Transmitters In An Optical Locator System (D) 2/07/96
5. United States Patent Method and Apparatus
For Locating Personnel and Objects In
Response To Telephone Inquiries (D) 8/20/96
6. United States Patent Sensory and Control
System for Local Area Networks (D)11/05/96
