SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (date of earliest event reported) December 15, 1998
TOUPS TECHNOLOGY LICENISNG, INC.
(Exact name of registrant as specified in its charter)
Florida 000-23897 59-3462501
State or other jurisdiction Commission (IRS Employer
of incorporation) File Number) Identification No.)
7887 Bryan Diary Road, Suite 105, Largo, Florida 33777
(address of principal executive offices)
Registrant's telephone number, including area code: (813)-548-0918
<PAGE>
ITEM 1 Not applicable
ITEM 2 Not applicable
Item 3 Not applicable.
Item 4 Not applicable.
Item 5 Significant Contract - On the 15th of December, an
Agreement was executed between Toups Technology Licensing,
Inc., ("TTL", the "Company" or the "Registrant") and
Compania De Luz Y Fuerza De Las Terrenas, C.por A. relating
to the Company's AquaFuel(TM)technology. The Agreement is
summarized below and is included in its entirety herein as
Exhibit 1 to this Form 8-K.
Effective December 15, 1998, the Company entered an
Agreement with the Compania De Luz Y Fuerza De Las Terrenas,
C. por A. headquartered at Polvorin No. 7, Ciudad Colonial,
Santo Domingo, Dominican Republic ("Utility"). A complete
copy of the Agreement is attached hereto as Exhibit 1.
Highlights of the Agreement:
The Parties to the Agreement are the Company and the
Utility. The Utility is a private energy provider/utility with
its own transmission lines providing electric power and the
Utility is pre-qualified to purchase and intends to purchase
up to 1,200 mega-watts of installed capacity and install an
additional 200-300 megawatts throughout the Dominican Republic
in 10-30 megawatt units to private enterprises. The Utility is
a consortium of entities organized to privatize the delivery
of electric power throughout the Dominican Republic.
Signatories to the Agreement were, on behalf of the Company,
President and Chief Executive Officer Leon H. Toups and, on
behalf of the Utility, Presidente Ing. Jose Oscar Orsini Bosch
The Agreement specifies a joint-venture is to be formed
titled "AquaFuel(TM)-Dominicana, S.A.
("AquaFuel(TM)-Dominicana") in which the Company would own 49%
and the Utility would own 51% of the capital stock issued in
the formation of AquaFuel(TM)-Dominicana.
The purpose of AquaFuel-Dominicana shall be the
construction and operation of an AquaFuel production facility
which, at a minimum, is able to generate 1.653 gigawatts of
electric power during a twenty-year period.
The Agreement states "Therefore, as an inducement to form
the TTL-Utility joint venture envisioned throughout this
Agreement, the Utility represents is has, among other things,
arranged for the purchase of 1.653 Gigawatts of output of
AquaFuel at the rate of $0.0435 per kilowatt-hour with an
annual value of approximately $72,020,340 per year for a
period of twenty-years and that the Utility has arranged for
the sale of distilled water produced from the operation of an
AquaFuel apparatus and has arranged for the use of the
AquaFuel apparatus in the reclamation of contaminated water.
The Utility acknowledges TTL would not enter this agreement
without the above-described inducements."
In fulfillment of the Agreement, responsibilities of the
Company and the Utility include:
The Utility shall:
Cause for the formation and staffing of
AquaFuel-Dominicana; acquire 500,000 of the Company's
unregistered common shares at the rate of $1.00 per share for
a total subscription of $500,000. Once formed,
AquaFuel-Dominicana shall contribute engineering and other
personnel necessary to complete the Engineering
Analysis/Feasibility Study, Plant Design and Plant
Construction through Check-Out. AquaFuel-Dominicana shall
payout to the Company $200,000 for the Engineering
Analysis/Feasibility Study, $300,000 for the purpose of
completing Plant Design drawings and $6,000,000 for the
construction of the AquaFuel plant. Thereafter, TTL shall be
the recipient of 49% of the profits and loss of
AquaFuel-Dominicana and the Utility shall be the recipient of
51% of the profits and loss of AquaFuel-Dominicana.
TTL shall:
Make available the AquaFuel technology; complete the
Applications Engineering, deliver an AquaFuel production unit
able to create AquaFuel at the minimum rate of 4,000
cubic-feet-per-hour; construct a prototype unit demonstrating
the wastewater recycling aspect; construct a prototype unit
demonstration the power generation ability of the AquaFuel
gas; contribute engineering and other personnel necessary to
complete the Engineering Analysis/Feasibility Study, Plant
Design and Plant Construction through Check-Out.
Miscellaneous conditions of the Agreement include:
As a part of the Agreement, TTL shall issue to an
additional 500,000 of the Company's unregistered common shares
to the Utility or its assigns and shall thereafter cause for
the registration of the 1,000,000 unregistered common shares
issued pursuant to the Agreement; AquaFuel-Dominicana may not
dilute TTL below 49% ownership and if any shares of
AquaFuel-Dominicana are issued for any reason, a number of
shares shall be issued at no charge to TTL such that TTL shall
own 49% of AquaFuel-Dominicana both before and after any
issuance of stock; upon fulfillment of the Agreement which TTL
considers shall occur with the activation of the AquaFuel
Plant, the Company shall grant exclusive rights to
AquaFuel-Dominicana for the commercialization of AquaFuel
throughout the Dominican Republic, Caribbean, Central and
South America.
Item 6 Not applicable.
Item 7 Not applicable.
Item 8 Not applicable.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Toups Technology Licensing, Inc.
(Registrant)
Date: December 31, 1998 Leon H. Toups, President
------------------------
(Signature)
Exhibit
1 Contract between Toups Technology Licensing, Inc. and Compania
De Luz Y Fuerza De Las Terrenas, C. por A. effective December 15, 1998
Exhibit 1
Contract
THIS CONTRACT is entered by and between Toups Technology Licensing, Inc., a US
corporation headquartered at Suite 105, 7887 Bryan Diary Road, Largo, Florida
33777 USA (hereinafter "TTL") and Company De Luz Y Fuerza De Terrenas, C. por A.
headquartered at Polvorin No. 7, Ciudad Colonial, Santo Domingo, Dominican
Republic (hereinafter "Utility"), and;
WHEREAS TTL is the exclusive world-wide licensee to everything of any nature
derived from US Patents 5,435,274 "Electrical Power Generation without Harmful
Emissions; 5,692,459 "Pollution Free Vehicle Operation" and patents pending (the
"Patents") and TTL has authored and published two documents titled Certification
1 published May 16, 1998 and Certification 2 October 14, 1998 relating to the
Patents (collectively the "AquaFuel(TM) Technology"), and;
WHEREAS the Utility is a private energy provider/utility with its own
transmission lines Providing electric power and the Utility is pre-qualified to
purchase and intends to purchase up-to 1,200 Mega-Watts of installed capacity
from C.D.E. and install an additional 200-300 megawatts throughout the Dominican
Republic in 10-30 megawatt units to private enterprises, and;
WHEREAS, TTL and the Utility are jointly interested in undertaking together a
joint effort to design and construct a facility for the production of AquaFuel
(TM) as hereinafter defined in such quantities and according to such terms and
conditions as set forth throughout this Letter of Intent, and;
WHEREAS, TTL has submitted a detailed six-phased program designed to achieve the
mutual goals of the parties hereto in the form of a correspondence from TTL to
the Utility dated October 18, 1998, the components of which are incorporated
herein and made a part hereof.
NOW, THEREFORE, as an inducement to form the TTL-Utility joint venture
envisioned throughout this Agreement, the Utility represents it has, among other
things, arranged for the purchase of 1.653 Gigawatts of output of AquaFuel at
the rate of $0.0435 per kilowatt-hour with an annual value of approximately
$72,020,340 per year for a period of twenty-years and that the Utility has
arranged for the sale of distilled water produced from the operation of an
AquaFuel apparatus and has arranged for the use of the AquaFuel apparatus in the
reclamation of contaminated water. The Utility acknowledges TTL would not enter
this agreement without the above described inducements. "Agreement")
1.0 Definitions
1.1 "TTL", Toups Technology Licensing, Inc., a US public company
headquartered at Suite 105, 7887 Bryan Diary Road, Largo, Florida
33777, which is engaged in the commercialization of market ready
technologies and of which is the exclusive holder of all
commercialization rights derived from the AquaFuel(TM) Patents.
1.2 "Utility", companies De Luz Y Fuerza De Las Terrenas, C. por A., a
Dominican Republic based Private Corporation headquartered at
Polvorin No. 7. Ciudad Colonial, Santo Domingo, Dominican Republic
and of which was formed to aid in the privatization of the
Dominican Republican energy industry.
1.3 "AquaFuel(TM)" the results of a process which encompasses an
electric discharge on carbon rods within ordinary, sea or other
forms of water. The discharge decomposes the carbon rods,
separates the water and creates a plasma of mostly ionized
hydrogen, oxygen and carbon atoms at about 5,000(degree)C. The
atoms combined in various forms, cool down in the water
surrounding the discharge and bubble to the surface where they are
collected and stored. The collected gaseous material is known as
AquaFuel(TM).
1.4 "Aquafuel(TM) License Agreement". That world-wide exclusive
AquaFuel(TM) rights agreement embodied in a License Agreement by
and between William H. Richardson, Jr., 1496 Giles Street, Palm
Bay, Fl 32907 acting for himself individually and as majority
partner of WAFT Partners and Toups Technology Licensing
Incorporated, Suite 707, 801 West Bay Drive, Largo, Fl 33640.
1.5 "Aquafuel(TM) Patent" includes (list five patents) and means any
patent (or patent application) whether United States patent or
containing a claim defining the composition, design,
manufacturing, structure, operation, or use of a fuel or
fuel-related subject matter, insofar that contained within the
AquaFuel(TM) License Agreement.
1.6 "Affiliate". An affiliate of an entity is a person that, directly
or indirectly through one or more intermediaries, controls, is
controlled by or is under common control of such entity.
1.7 "Capital Contribution(s)",. The capital contribution to the Joint
Venture actually made by the parties, including property, cash and
any additional capital contributions made.
1.8 "Profits and Losses". Any income or loss of AquaFuel(TM) -
Dominicana, S.A. as determined by AquaFuel(TM) - Dominicana's
fiscal year, including, without limitation, each item of
AquaFuel(TM) - Dominicana's income, gain, loss or deduction.
1.9 Giga watt One Million Mega Watts
1.10 C.D.E. Corporation Dominican of Electrify (Dominican Government
Power Company)
1.11 Demonstration Unit AquaFuel production gas generator and support
equipment (compressors, filters, storage tank/s, carbon arch
device ((such as welder or other device)), electric generator,
piping ect.))) similar to the demo unit in Largo Fla.
1.12 Pilot Unit AquaFuel production gas generator and support
equipment (compressors, filters, storage tank/s, carbon arch
device ((such as welder or other device)), electric generator,
piping ect.))) with a minimum capacity of maintaining 4,000
cubic feet per hour on a 24 hr per day basis producing a BTU
content equivalent to 35 gallons per hour of number 2 diesel,
built it according to the design (see attachment B).
2.0 Joint Venture
2.1 Formation. The Parties hereto agree to form a Dominican Republic
Corporation such that 51% (fifty-one percent) of the capital stock is owned
by the Utility and 49% (forty-nine percent) is owned by TTL. The name of
the Corporation shall be AquaFuel(TM)- Dominicana, S.A. (AquaFuel(TM) -
Dominicana"). Immediately upon the execution of this Agreement, the Utility
shall take all steps required for the legal formation of AquaFuel(TM)-
Dominicana such that said Corporation shall be in existence no later than
thirty days following the execution of this Agreement.
2.2 Capital AquaFuel Dominicana S.A. Authorized capital is twenty five million
RD pesos and a subscribed and paid capital of fifteen million RD pesos.
Funded according to the proportion stated in 2.1. either in cash or
products and services mutually agreed upon by the parties. Delivery of
technology and equipment by TTL represents the full and complete capital
contribution of TTL relating to the capitalization of the joint venture.
2.3 Business Purpose. The business of AquaFuel(TM) - Dominicana shall be the
construction and operation of an AquaFuel(TM) production facility as
described throughout this Agreement. At a minimum, the resultant
AquaFuel(TM) production facility must be able to manufacture sufficient
AquaFuel(TM) to generate 1.653 gigawatts of electric power during a
twenty-year period.
2.4 Term of the Agreement. AquaFuel(TM) - Dominicana shall commence on the date
first above written and shall continue in existence until terminated,
liquidated, or dissolved by law or as hereinafter provided.
2.5 Profits and Losses. Commencing on the date hereof and ending on the
termination of the business of AquaFuel(TM)- Dominicana, all cash resulting
from profits and other allocations to said Corporation shall be allocated
quarterly no later than thirty days following each quarter as follows:
AquaFuel Dominican 51 %
TTL 49%
2.6 Business of AquaFuel(TM)-Dominicana. The AquaFuel(TM)-Dominicana Board of
Directors shall have full, exclusive and complete authority and discretion
in the management and control of the business of AquaFuel(TM)-Dominicana
for the purposes herein stated and shall make all decisions affecting the
business of AquaFuel(TM)-Dominicana.
3.0 Pilot Unit. No later than 120 days following the execution of this
Agreement, TTL will deliver to Utility the pilot unit to Las Terenas,
Samana Dominican Republic as described in 1.13 as TTL's contribution to the
testing lab of AquaFuel Dominicana and Utility will immediately supply a
one megawatt caterpillar diesel genreator model D399 and all testing and
monitoring equipment to AquaFuel Dominicana. All equipment and supplies
become property of AquaFuel Dominicana and all test results and
certifications from all entities private, governmental and international
can be published by both TTL and AquaFuel Dominicana.
(a) TTL shall
(i) Complete the Applications Engineering and shall construct through
operation:
(ii) Furnish a demonstration unit within fifteen days of the execution of this
Agreement for use within the Dominican Republic. The unit will demonstrate
the characteristics of the AquaFuel(TM) gas in a manner similar to that
witnessed by the Utility at TTL's Largo, Florida facility.
(iii) (Make available TTL personnel to set up, train and initially conduct
the demonstration until personnel within the Dominican Republic can carry
on independently. TTL estimates such training will take approximately one
week.
(iv) Construct one commercial AquaFuel(TM)production unit capable of producing
gas at the rate of 4,000 cubic feet per hour.
(v) Furnish the engineering data needed to scale up the unit described in
item 3.0 (a) (I) (d) herein above relating to matters such as rod size,
collection unit and other necessary components leading to the full
production plant.
(vii) Construct a prototype unit demonstrating the wastewater recycling plant.
(viii) Construct a prototype unit demonstrating the power generation abilities
of the A AquaFuel(TM) gas.
(ix) Furnish all engineering data developed in this phase regarding other
characteristics of AquaFuel(TM).
(b) The Utility shall
(i) Purchase directly or through an associate, $500,000 of TTL common stock
at the rate of $1.00 per common share and TTL shall dedicate such
proceeds exclusively toward the Aquafuel Dominicana.. The purchase of
hte Shares shall conclude no later than five days after the execution
of this Agreement.
3.1 Location. The work to be done in this development phase will be done in
Largo, Florida. Design, testing, and completion of commercial units will be done
in Largo with Utility personnel support. After the equipment has been produced
and tested, it will be moved to the Dominican Republic.
4.0 Feasibility Study. The Feasibility Study phase is that which is embodied in
Phase 3 of TTL's October 18, 1998 correspondence to the Utility,
(attachment A).
4.1 Purpose. AquaFuel(TM)- Dominicana shall conduct a feasibility study relating
to the site (s) selected for the AquaFuel(TM) production facility.
4.2 Responsibilities
(a) TTL shall contribute engineering and other personnel on location in the
Dominican Republic for the purposes of completing an Engineering Analysis
in a form and content consistent with industry accepted standards of which
shall also include an analysis relating to geographic proximity both to
supplies and deliveries; pipelines, trucking routes and existing equipment.
(b) The Utility shall contribute engineering and other personnel on location in
the Dominican Republic for the purposes of completing an Engineering
Analysis in a form and content consistent with industry accepted standards
of which shall also include an analysis relating to geographic proximity
both to supplies and deliveries; pipelines, trucking routes and existing
equipment.
4.3 Location. The feasibility study shall be conducted exclusively in the
Dominican Republic at facilities provided by the Utility.
4.4 Schedule and Funding.
(i) Period of Feasibility Study. The feasibility study shall commence
immediately upon the installation of the AquaFuel generator with a
capability of at least 4,000 CF/hr.
(ii) Funding of Feasibility Study. The Utility shall provide and shall attach
hereon as Appendix C and thereafter-said Appendix C shall be incorporated herein
in the form of a Letter of Funding Commitment providing for the following: An
irrevocable commitment to provide $200,000 to AquaFuel(TM)- Dominicana, S. A.
For the purpose of conducting the Feasibility Study described herinabove,
5.0 Plant Design. The Plant Design phase is that which is embodied in Phase 4
of the TTL's October 18, 1998 correspondence to the Utility.
5.1 Purpose. Immediately upon completion of the Feasibility Study, AquaFuel(TM)-
Dominicana shall commence the blue prints and designs for construction of the
AquaFuel(TM) production facility.
5.2 Responsbilities.
(ii) TTL shall contribute engineering and other personnel at its
headquarters facility in Largo, FL, USA and on location in the
Dominican Republic for the purposes of completing construction
drawings in a form and content consistent with industry
accepted standards.
(iii) The Utility shall contribute engineering and other personnel
at TTL's facilities in Largo, FL, USA and on location in the
Dominican Republic for the purposes of completing construction
drawings in the form and content consistent with industry
accepted standards.
5.3 Location. Plant design shall be conducted both at TTL's facilities in Largo,
Florida, USA and at facilities made available by the Utility in the Dominican
Republic.
5.4 Schedule.
(a) Period of Plant Design. Plant Design shall commence immediately upon
receipt of completed Feasibility Study and is scheduled to conclude no
later than sixty days thereafter.
(b) Funding of Plant Design. The Utility shall provide and shall attach
hereon as Appendix D and thereafter said Appendix D shall be
incorporated herein in the form of a Letter of Funding Commitment
providing for the following.
(c) An irrevocable commitment to provide $300,000 to AquaFuel(TM)-
Dominicana for the purpose of conducting the Plant Design drawings
described hereinabove.
6.0 Construction. The Construction phase is that which is embodied in Phase 5 of
TTL's October 18, 1998 correspondence to the Utility.
6.1 Purpose. Immediately upon receipt of the completed Plant Design drawings,
AquaFuel(TM)-Dominicana shall cause for the construction of the AquaFuel(TM)
production facility.
6.2 Responsibilities
(a) TTL shall, as a result of items 3, 4 and 5 hereinabove described,
support AquaFuel(TM)- Dominicana with any items relating to the
construction of the AquaFuel(TM) production Facility.
(b) The Utility shall, as a result of items 3, 4 and 5 hereinabove
described, submit to AquaFuel(TM)- Dominicana an estimated operating
analysis relating to staffing and day to day function of the
AquaFuel(TM) production facility.
6.3 Location. The construction of the AquaFuel(TM) production facility shall be
done at a site to be determined within the Dominican Republic.
6.4 Schedule.
(i) Period of Construction. Construction shall commence immediately upon
receipt of the Plant Drawings and materials being available in the
Dominican Republic and is scheduled to conclude no later than six
months thereafter.
(ii) Funding of Plant Construction. The Utility shall provide and shall
attach hereon as Appendix E and thereafter said Appendix E shall be
incorporated herein in the form of a Letter of Funding Commitment
providing for the following:
(a) An irrevocable commitment to provide a minimum of $6,000,000 to
AquaFuel(TM)-Dominicana for the purpose of constructing the Plant described
hereinabove.
7.0 Check-Out/Divesting Responsibilities to AquaFuel-Dominicana. The
Check-Out/Divesting phase is that which is embodied in Phase 6 of TTL's October
18, 1998 correspondence to the Utility.
7.1 Purpose. Immediately after construction of the AquaFuel production
facility, AquaFuel-Dominicana shall activate the AquaFuel production
facility
7.2 Responsibilities.
(a) TTL shall, during a thirty-day period following activation of the AquaFuel
production facility, provide necessary personnel and expertise to ensure
continued operations. Any significant interruptions in the operation of the
AquaFuel production facility shall cause for this thirty-day period to
begin anew and continue for thirty-days following any such interruption.
Immediately upon completion of a thirty-day period of operations, TTL shall
have no further responsibilities relating to AguaFuel-Dominicana except by
virtue of its 49% capital ownership
(b) The Utility shall, during a thirty-day period following activation of the
AquaFuel production facility, provide necessary personnel and expertise to
ensure continued operations. Any significant interruptions in the operation
of the AquaFuel production facility shall cause for this thirty-day period
to begin anew and continue for thirty-days following any such interruption.
Immediately upon completion of a thirty-day period of operations, the
Utility shall have no further responsibilities relating to
AquaFuel-Dominicana except by virtue of its 51% capital ownership.
7.3 Location. All Check-Out/Divesting activities shall occur on site
at the AquaFuel production facility located in the Dominican
Republic.
7.4 Schedule.
(i) Period of Checkout. Check-out shall commence immediately upon the
activation of AquaFuel production facility and shall continue for
a period of thirty days following the activation. In the event of
any significant interruption, the Check-out period shall commence
anew and shall continue until such time as the AquaFuel production
facility is able to operate uninterrupted for a period of thirty
days.
(ii) Divesting of Responsibilities. Upon fulfillment of this Item
7, neither TTL nor the Utility shall have any further
obligations whatsoever to AquaFuel-Dominicana as it relates to
the operations of the AquaFuel production facility except as
either or both are obligated as a result of their ownership in
AquaFuel-Dominicana.
8.0 Patents. The Utility acknowledges that TTL is granted its world-wide
exclusive commercialization rights to the AquaFuel Technology by virtue of
the AquaFuel License Agreement. As such, TTL may not apply for nor receive
any patents, US or otherwise, relating to the AquaFuel Technology. However,
TTL may require that the grantor of the AquaFuel License acquire whatever
patents in whatever countries are deemed necessary for the continuation of
TTL's obligations under the AquaFuel License Agreement. As such, any
patents therein acquired, regardless of nationality, would become a part of
the AquaFuel License Agreement and TTL would have all world wide rights
thereunto pertaining.
9.0 Validity of Transactions. Affiliates of the parties to this Agreement may
be engage to perform services for AquaFuel-Dominicana. The validity of any
transaction, agreement or payment involving AquaFuel-Dominicana and any
affiliates of the parties to this Agreement otherwise permitted by the
terms if this Agreement shall not be affected by reason of the relationship
between them and such Affiliates or approval of said transactions,
agreement or payment.
10.0 Other Business of the Parties of this Agreement. The parties to this
Agreement and their respective Affiliates may have interests in business
other than AquaFuel-Dominicana business. AquaFuel-Dominicana shall not have
the right to the income or proceeds derived from such other business
interests and, even if they are competitive with the AquaFuel-Dominicana
business, such business interests shall not be deemed wrongful or improper.
11.0 Events of Dissolution of AquaFuel-Dominicana. AquaFuel-Dominicana shall be
dissolved upon the happening of any of the following events:
(a) The adjudication of bankruptcy, filing of a petition pursuant to a
Chapter of the United States Federal Bankruptcy Act, withdrawal,
removal or insolvency of either of the parties.
(b) The sale or other disposition, not including an exchange of all,
substantially all, of AquaFuel-Dominicana assets.
(c) Mutual agreement of the parties.
12.0 Books and Records. AquaFuel-Dominicana shall keep adequate books and
records at its place of business, setting forth a true account of all
business transactions arising out of and in connection with the conduct of
AquaFuel-Dominicana.
13.0 Confidentiality. Prior to this Agreement, any and all rights to the
AquaFuel Technology were exclusive those of TTL and were not in any manner
those of the Utility.
(i) To the extent that the Utility receives know-how, or either party
becomes aware of other proprietary information from the other
party via their relationship pursuant to this Agreement, each
recipient of such information will hold it in confidence so long
as the other party effectively treats it as confidential, except
as specific information becomes public knowledge otherwise than
by or from the Utility.
(ii) The parties will ensure that their personnel sign Confidentiality
and/or Non-Competition Agreements in customary from or otherwise
as may reasonably be required by either party; moreover, if
disclosure thereof to suppliers is desirable to assure
satisfactory nature or quality of materials or methods said
specific suppliers must first have like agreements with their
employees.
(iii) The forgoing obligation to keep proprietary information
confidential and to safeguard it within the organization of a
party will survive any termination of this Agreement to the
extent that such information is not common trade knowledge.
14.0 Termination. The Agreement may be terminated by the board of directors of
either TTL or the Utility at any time if:
(a) There shall be any actual or threatened action or proceeding before
any court or any governmental body which shall see to restrain,
prohibit or invalidate the transactions contemplated by this
Agreement.
(b) Any of the transactions contemplated hereby are disapproved by any
regulatory authority whose approval is required to consummate such
transactions or in the reasonable judgment of such board of directors
made in good faith and based on the advice of counsel, there is
substantial likelihood that any such approval will not be obtained or
will be obtained only on a condition or conditions which would be
unduly burdensome, making it inadvisable to proceed with this
Agreement.
14.1 In the event of termination pursuant to this paragraph 15, no obligation,
right, or liability shall arise hereunder, and each party shall bear all of
the expenses incurred by it in connection with the negotiation,
preparation, and execution of this Agreement and the transactions
contemplated hereby.
14.2 This Agreement may be terminated at any time by action of the board of
directors of TTL if (i) the Utility shall fail to comply in any material
respect with any of it covenants or agreement contained in this Agreement
or if any of the representations or warranties of the Utility contained
herein shall be inaccurate in any materials respect or (ii) TTL determines
that there has been or is likely to be any material adverse change in the
financial or legal condition of the Utility. In the event of termination
pursuant to this Item 15.2, no obligation, right, remedy, or liability
shall arise hereunder. All parties shall bear their own costs in connection
with the negotiation, preparations, and execution of this Agreement and the
transaction contemplated hereby.
14.3 This Agreement may be terminated at any time by action of the board of
directors of the Utility if (i) TTl shall fail to comply in any material
respect with any of its covenants or agreement contained herein shall be
inaccurate in any material respect, or (ii) the Utility determines that
there has been or is likely to be any material respect, or (ii) the Utility
determines that there has been or is likely to be any adverse change in the
financial or legal condition of TTL in the event of termination pursuant to
this Item 15.3, no obligation, right, remedy, or liability shall arise
hereunder. All parties shall each bear their own costs incurred in
connection with the negotiation, preparation, and execution of this
Agreement and the transactions contemplated hereby.
15.0 Representation, Covenants and Warranties of TTL. As an inducement to, and
to obtain the reliance of the Utility, TTL represents and warrants as
follows:
15.1 Organization. TTL is, and will be sold on the Closing Date, a corporation
duly organized, validly existing, and in good standing under the laws of
the State of Florida and has the corporate power and is and will be duly
authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of
its properties and assets and to carry on its business in material
respects as it is now being conducted, and there are no other
jurisdictions in which it is not so qualified in which the character and
location of the assets owned by it or the nature of the material business
transacted by it requires qualification, except where failure to do so
would not have a material adverse effect on its business, operations,
properties, assets or condition. The execution and delivery of this
Agreement in accordance with the terms hereof will, not violate any
provision of TTL's articles of incorporation or bylaws, or other agreement
to which it is a party or by which it is bound.
15.2 In addition to the shares that the Utility will buy according to
article 3.0 b). i), TTL will issue to Utility or assignee an extra
500,000 registered shares of TTL stock and agrees to submit proof of
same as a appendix to this agreeent, as a compensation for the risks
incurred by the Utility in the development of the current contract.
15.3 Approval of Agreement. TTL has full power, authority, and legal right
and has taken, or will taken all action required by law, its articles
of incorporation, bylaws, and otherwise to execute and deliver the
Agreement and to consummate the transactions herein contemplated. The
board of directors of TTL has authorized and approved the execution,
delivery, and performance of this Agreement and the transactions
contemplated hereby in compliance with the state and federal corporate
and securities laws.
15.4 Litigation and Proceedings. There are no material actions, suits, or
administrative or other proceedings pending or, to the knowledge of
TTL, threatened by or against TTL or adversely affecting TTL or its
properties, at law or in equity, before any court or other governmental
agency or instrumentality, domestic or foreign, or before an arbitrator
of any kind. TTL does not have any knowledge of any default on its part
with respect to any judgment, order, writ, injunction, decree, award,
rule, or regulation of any court, arbitrator, or governmental agency or
instrumentality.
15.5 Compliance With Laws and Regulations. TTL has complied with all applicable
statutes and regulations of any federal, state, or other governmental
entity or agency thereof, except to the extent that noncompliance (i) could
not materially and adversely affect the business, operations, properties,
assets, or condition of TTL or (ii) could not result in the occurrence of
any material liability for TTL. To the best knowledge of TTL, the
consummation of this transaction will comply with all applicable statutes
and regulations, subject to the preparation and filing of any form required
by state and federal securities laws.
15.6 No Conflict With Other Instruments. The execution of this Agreement and the
consummation of the, transactions contemplated by this Agreement will not
result in the breach of any term or provision of, or constitute an event of
default under, any material indenture, mortgage, deed of trust, or other
material contracted, agreement, or instrument to which TTL is a party or to
which any of its properties or operations are subject. All issued and
outstanding shares of TTL are legally issued, fully paid, and nonassessable
and not issued in violation of the preemptive or other right of any person.
There are no dividends or other amounts due or payable with respect to any
of the shares of capital stock of TTL.
15.7 Applicable Law. This contract will be under The Florida States' law and the
Dominican Repulic's law.
16.0 Representation, Covenants and Warranties of the Utility. As an inducement
to, and to obtain the reliance of the TTL, the Utility represents and
warrants as follows:
16.1 Organization. The Utility is, and will be a corporation duly organized,
validly existing, and in good standing under the laws of the Dominican
Republic and has the corporate power and is and will be duly authorized,
qualified, franchised, and licensed under all applicable laws, regulations,
ordinances, and orders of public authorities to own all of its properties
and assets and to carry on its business in all material respects as it is
now being conducted, and there are no other jurisdictions in which it is
not so qualified in which the character and location of the assets owned by
it or the nature of the material business transacted by it requires
qualification, except where failure to do so would not have a material
adverse effect on its business, operations, properties, assets or
condition. The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated by this Agreement in
accordance with the terms hereof will not, violate any provision of the
Utility's articles of incorporation or bylaws, or other agreement to which
it is a party or by which it is bound.
16.2 Approval of Agreement. The Utility has full power, authority, and legal
right and has taken, or will taken all action required by law, its articles of
incorporation, bylaws, and otherwise to execute and deliver the Agreement and to
consummate the transactions herein contemplated. The board of directors of the
Utility has authorized and approved the execution, delivery, and performance of
this Agreement and the transactions contemplated hereby in compliance with
applicable laws.
16.3 Litigation and Proceedings. There are no material actions, suits, or
administrative or other proceedings pending or, to the knowledge of the Utility,
threatened by or against the Utility or adversely affecting the Utility or its
properties, at law or in equity, before any court or other governmental agency
or instrumentality, domestic or foreign, or before and arbitrator of any kind.
The Utility does not have any knowledge of any default on its part with respect
to any judgment, order; writ, injunction, decree, award, rule, or regulation of
any court, arbitrator, or governmental agency or instrumentality.
16.4 Compliance With Laws and Regulations. The Utility has complied with all
applicable statutes and regulations of any governmental entity or agency
thereof, except to the extent that noncompliance (I) could not materially and
adversely affect the business, operations, properties, assets, or condition of
the Utility or (ii) could not result in the occurrence of any material liability
for the Utility. To the best knowledge of the Utility, the consummation of this
transaction will comply with all applicable statutes and regulations, subject to
the preparation and filing of any form required by state and federal securities
laws.
16.5 No Conflict With Other Instruments. The execution of this Agreement and the
consummation of the transactions contemplated by this Agreement will not result
in the breach of any term or provision of, or constitute an event of default
under, any material indenture, mortgage, deed of trust, or other material
contract, agreement, or instrument to which the Utility is a party or to which
any of its properties or operations are subject. All issued and outstanding
shares of the Utility are legally issued, fully paid, and non-assessable and not
issued in violation of the preemptive or other right of any person. There are no
dividends or other amounts due or payable with respect to any of the shares of
capital stock of the Utility.
17.0 Conditions Precedent to Closing. At or prior to executing this Agreement,
the following must occur:
(i) Purchase of US$500,000 of TTL common stock at the rate of $1 per
common share, (to be fully registered). (ii) TTL will register
1,000,000 shares of TTL common stock under the Utility name or assignee
(500,000 @ USD$1.00(a) and
500,000 @ USD$0.00 cost to Utility) (iii) Attachment of Appendix
C, hereto;
(iv) Resolution of Acceptance from TTL's Board of Directors; (v)
Resolution of Acceptance from the Utility's Board of Directors.
18.0 Miscellaneous
18.1 Nothing within this Agreement shall authorize AquaFuel(TM)-Dominicana or
the Utility to issue shares in AquaFuel(TM)-Dominicana which would reduce
the ownership of TTL below 49% (forty nine percent). In the event that
AquaFuel(TM)-Dominicana issues shares as a result of any activity, it
shall issue sufficient shares to TTL, at no additional cost, such that TTL
shall own 49% of AquaFuel(TM)-Dominicana both before and after any such
issuance.
18.2 If any one or more provision(s) or effect(s) of this Agreement should
prove to be invalid or unenforceable, and the Agreement be otherwise valid
and enforceable, the invalid or unenforceable provision or portion thereof
will be severed and the remainder of the Agreement be and remain valid and
enforceable to the fullest extent permitted by applicable law.
18.3 This License Agreement is made for the benefit of the parties, their
heirs, successors, and assigns, and any other person or legal entity named
in any provision hereof, and not made to give any unnamed person or legal
entity any right of action whatever.
18.4 Each statement made in this Agreement is deemed material, and each party
is entitled to rely, and deemed to have relied, upon the truth and
correctness thereof in entering into this Agreement.
18.5 Each party acknowledges that he (it) has received advice of independent
counsel of choice as to the inducements, provisions, and terms of this
Agreement, and their effect, whereupon entering into this License
Agreement is each party's free and independent act.
18.6 This Agreement is to be governed by the United States Federal law to
whatever extent a proprietary right granted by the United States is
involved, and otherwise by Florida law, except as activities of a party in
any other State or Country render that other State's or Country's law
applicable.
18.7 Notice to be given under this Agreement will be in writing and be
addressed to the other party at the address of such party hereinabove,
unless such address has been superseded by like notice, whereupon the
latest noticed address thereof is to be used. Notice will be effective
when delivered to the addressee, or if not a change of address- when sent
by Express or Registered mail so addressed.
18.8 This Agreement sets forth the entire intent and understanding of the
parties with regard to the subject matter hereof, and merges any prior
negotiations of agreements by the parties as to such subject matter, and
no addition, deletion, or other modification of the wording hereof may be
made except in writing subsequent hereto and signed by the party or
parties to be bound thereby.
18.9 This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original and all of which taken together shall be but a
single instrument.
18.10 The headings, titles and subtitles used in this Agreement are for ease of
reference only and shall not control or affect the meaning or
construction of any provision hereof.
18.11 Upon fulfillment of this Agreement, TTL shall grant exclusive rights for
the Dominican Republic, Caribbean, Central America and South America for
the production, distribution and commercialization of AquaFuel. The terms
and conditions of such rights shall be the subjet of a separate agreement
setting forth performane critria and further obligations of both parties.
Executed Monday , December 16, 1998
For Utility For TTL
S/S ING. JOSE OSCAR ORSINI BOSCH S/S LEON H. TOUPS
Mr. Ing. Jose Oscar Orsini Bosch, Presidente Leon H. Toups, President
Yo, Lic. Mercedes Tavares de Jimenez, Notario Uublico de los del numero del
Distrito Nacional, con mi domicilio y residencia en es ta ciudad y estudio
abierto en la casa numero 14 de la calle Jose Amado Soler, CERTIFICO Y DOY FE:
Que ante mi comparecio el Ing. - JOSE OSCAR ORSINI BOSCH, cuyus calidades y
referencias personales constan en el acto que antecede y voluntariamente firmo
en mi pre sencia dicho documento. Santo Domingo, Distrito Narcional, dieci-seis
(16) de diciembre de mil novecientos, noventa y ocho (1998)
Lic. Mercedes Tavares de Jimenez
Natrio Publico
