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EXHIBIT 10.15
AGREEMENT IN PRINCIPLE
March 25, 2000
Between : First American Scientific Corp ( FASC )
And
Henry and Antonin Skritek (Skritek)
Whereas :
FASC is the owner of the patented KDS technology and Skritek
are experienced businessmen operating in the Czech Republic,
And :
Both parties are interested in marketing the technology
through a jointly owned Czech company which will be incorporated
to build, market, operate, and sub-licence the KDS technology in
the Czech Republic,
Then:
Both parties agree, upon good faith and subject to the
approval of their respective solicitors, on the following:
1. A company will be formed in the Czech Republic (Newco)
which will be owned 60 % by FASC and 40 % by Skritek. FASC will
be entitled
to a majority of directors on the Board.
2. FASC will obtain a patent, at Skritek expense, for the
technology in the Czech Republic
3. FASC will grant a licence to Newco to manufacture,
market, and operate the KDS technology/machine in the Czech
Republic for all applications at no charge, save and except
royalties as outlined in #7 below, and except where said licence
would conflict with our agreement with Green Leaf Fibre Company
Ltd who have already been granted rights within the geographical
boundries of Europe for "rubber" and any other applications for
continental Europe.
4. Newco will build/purchase one KDS system, provide all
related plant and equipment and install it to full operation in
the Czech Republic. The system is to be used for demonstration
purposes and for generating revenue.
5. With FASC s concurrence, Skritek will manage the day to
day operation of Newco in the Czech Republic at no charge save
and except bona fide expenses.
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6. FASC will provide technical support at no charge save
and except bona fide expenses which will be paid for by Skritek.
7. Skritek will be solely responsible for and pay for all
costs incurred for the above. The anticipated expenditure shall
be approx. $500,000 USD These funds are not refundable and FASC
shall assume no responsiblty for any debts incurred as a result
of this venture.
8 Newco will pay a royalty to FASC of $ 25,000 USD for
each machine manufactured and/or sold by Newco.
9. Newco may grant sub-licences in Czech Republic, the
terms of which must be acceptable to both FASC and Skritek
10. Upon receipt of satisfactory evidence that Skritek has
expended the sum of approx. $ 500,000 USD in Newco and provided
the management skills required to achieve the results anticipated
above, all to FASCs satisfaction, FASC will, acting reasonably
and in the spirit of this agreement and subject to SEC rules,
grant to Skritek:
- stock options for 500,000 free trading shares,
exercisable at $0.25 USD each provided that Items 1
thhrough 4 above have been met, but not before 6 months
from signing this agreement, and;
- additional stock options for 500,000 free trading
shares excercisable at $ 0.25 USD each provided items 5
through 8 have been met, but no later than 1 year after
the signing of this agreement.
Skritek must provide bona fide evidence of expenditures
regarding the above all to FASC s satisfaction.
11. If items 1 through 8 are all completed to the
satisfaction of both parties, then Skritek shall have the right
to enter into 4 new agreements, all of which contain terms and
conditions similar to this agreement, those being one for each of
the following countries:
1. Poland
2. Hungary
3. Ukraine
4. Slovak Republic
except that the options excersiable therein will be at $0.25
USD each only if excersable and excercised within 2 years of
the signing of this agreement, otherwise the excersice price will
be 50 % of the closing market price the day the options are
excersiced.
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12. All parties, their principals, employees and
contractors must agree to keep confidential the proprietary
information regarding the technology and each will be required to
so covenant by signing a confidentiality agreement with respect
to the technology.
13. This agreement cannot be assigned withiout written
consent at FASC at its sole discretion.
14. It is acknowledged that FASC must obtain shareholder
approval to increase its authorized capital in order to issue the
shares contemplated herein, and that FASC will make its best
effort to do so before April 30, 2000.
15. The initial term of this agreement shall be one year,
with provision for extension for satisfactory performance. All
covenants herein shall survive the term of this agreement.
16. This agreement shall be interpreted in accordance with
the laws of British Columbia and Canada.
AGREED to this ______ day of March, 2000 as witnessed by the
signatures below.
_______________________ _______________________
Henry Skritek First American Scientific Corp
_______________________
Antonin Skritek
Witness to all signatures : _____________________
George Tupy
