SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Amendment Number 2
FORM 10-QSB/A
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER PERIOD ENDED JANUARY 31, 1999
Commission File No. 0-25109
Integrated Food Resources, Inc.
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(Name of Small Business Issuer in Its Charter)
State of Nevada 93-1255001
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6700 S.W. Sandburg Street, Tigard, Oregon 97223
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(Address of Principal Executive Offices)
503-598-4375
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(Issuer's Telephone No.)
Issuer has (1) filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the past 12 months (of for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
As of January 31, 1999, there were 16,184,643 shares of Class A Common Stock
issued and outstanding.
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INTEGRATED FOOD RESOURCES, INC.
FORM 10-QSB
2ND QUARTER, FISCAL YEAR 1999
NOVEMBER 1, 1998 - JANUARY 31, 1999
Item 1 - Financial Information
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Included by reference to original filing are:
- Consolidated Balance Sheet
- Income Statement
- Cash Flow Statement
- Changes in Stockholder's Equity
- Financial Data DSchedule
Item 2 - Management's Discussion and Analysis of Financial Conditions and
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Results of Operations
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Review of Operating Results
ClipperNet Corporation, Inc. (CNC)
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During the quarter November 1, 1998 to January 31, 1999, CNC had
earnings (losses) of ($106,534) on sales of $261,966. As previously disclosed,
CNC's financial data prior to its acquisition in July of 1998 is not available
for comparison. At the current annualized revenue levels, CNC is operating in a
single regional market at close to break-even at the EBITDA level of ($16,269).
As CNC expands its market dominance in the Eugene/Springfield, Oregon market and
reaches demonstrated profitability, this regional business model will be
duplicated in a nationwide roll-out achieved through licensing, acquisition of
local Internet Service Providers (ISP), joint ventures and internally-funded
deployment of the technology.
Growth and expansion of CNC's operations continued apace with previous
forecasts. CNC expanded its customer base of Internet users to approximately
10,000 and captured in excess of a 20% share of the Eugene/Springfield market.
Additional employees have been added to CNC's staff to support these on-going
developments. New commercial accounts and private subscriptions have been added
in several locations in the Willamette Valley, and CNC's sales activities
throughout the Western States Region continue according to plans.
The Company is actively negotiating the acquisition of existing
internet access companies. Growth will occur through acquisition and the
deployment of the technology in new markets. These acquisitions will be
undertaken in a manner supportive of the Company's long-term operational and
strategic goals.
1
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Seabourne Ventures, Inc. (Seabourne)
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During the quarter November 1, 1998 to January 31, 1999, Seabourne had
earnings (losses) of ($209,246) on sales of $4,189. This compares with earnings
(losses) of ($494,272) on sales of $1,791, 206 from the same period from the
previous fiscal year.
This decline in revenue is attributed to management's decision to
terminate the company's tuna packing activity in Mexico. Abnormal weather
patterns caused by El Nino and La Nina conditions are seen as the cause behind a
rise to all time high levels in the price for frozen tuna. The result has been
the inability of the Company to gain access to a consistent supply of
competitively-priced, high-quality, dolphin-safe frozen tuna raw material.
As previously disclosed in Form 10-SB, Seabourne foresaw that it would
be difficult for the independent operators of small bait-boats to fulfill the
terms of their supply contracts, given the prevailing El Nino and La Nina
conditions in the Eastern Tropical Pacific fishing grounds and the need for
extended more-costly voyages. The increasing demand for dolphin-safe tuna pushed
raw material prices up to the point where fully compensatory pricing exceeded
what the market would bear.
Seabourne's current strategy is to take full control of the sourcing
operation for raw material. The Company's plans to build and operate its own
fleet of fishing and processing vessels has been accelerated. The design of
super-efficient fishing vessels has been completed and negotiations are underway
to complete the financing and ship building contracts. The Company contemplates
contracting with a European shipyard for the construction of up to six 79 meter
vessels. The ships will be financed through pre-sold contracts to major U.S.
food retailers, export loans, grants and local government subsidies. The Company
expects to finance most of the cost of the vessels.
In the opinion of Seabourne management, the interests of the
shareholders will be best served by suspending the current operations at the
cannery in Mexico. Instead of continuing to operate at a negative gross margin,
management opted instead to stop production and regain control of low cost raw
material. It has further been decided that the Company will hold in abeyance its
option to acquire the Ensenada, Mexico tuna canning plant until such time as it
is able to fully control the supply of raw material through the operation of its
own fishing fleet.
Capital Needs and Future Requirements
CNC
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2
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CNC's growth will be funded through a private placement to
institutional and accredited investors for a combination of convertible
preferred stock and warrants issued at the parent company level. Negotiations
with major funding sources are expected to result in the successful closing of a
$20 to $25 million financing package in the 3rd fiscal quarter for the Company
's technology division. The preferred shares are convertible at a pre-set
percentage of any proposed initial public offering price.
The Company is giving consideration to selling a minority interest in
CNC for the purpose of raising capital. It is contemplated that the Company will
combine its technology assets (CNC's proprietary high-speed wireless microwave
Internet access technology and Project Harvest(R)) prior to this offering.
Seabourne
- ---------
The ships will be financed through pre-sold contracts to major U.S.
food retailers, export loans, grants and local government subsidies. The company
expects to finance most of the cost of the vessels.
Capital-Intensive Projects
On January 26, 1999, the Company's Board of Directors announced the
acquisition of a 20 year exclusive worldwide licensing agreement for Project
Harvest(R). a software technology that is the subject of several U.S. and
international patent-pending applications. The license includes the use of the
registered trademarks "Project Harvest(R)" and "World Trade Through Pioneering
Technology(R)".
Project Harvest(R) is a software-driven technology that links global
buyers and sellers of food products via secure internet connections, and it will
enable them to consummate business to business E-commerce transactions. Buyers
will be able to identify specific suppliers who meet their customized
requirements for hazard control, food safety, process control, hygiene,
manufacturing practices, financial stability and product quality. As Standard &
Poors did for the financial industry, Project Harvest(R) will create the first
global standard for the rating of factories and product quality. This business
to business E-Commerce technology is expected to revolutionize the way food
products are bought and sold worldwide.
The Company expects to need $10 million to finish the programming, hire
a top-flight management team and complete the launch plans. These funds will be
provided as explained above through the Company's sale of convertible preferred
stock.
CNC
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3
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CNC continues to develop Points-of-Presence (PoP) in selected regional
markets. The PoP's will serve as hub sites to connect new commercial accounts to
CNC's wireless, microwave, internet access network. The approximate cost for
this phase of expansion in the third and fourth fiscal quarters is projected at
$1 million. CNC will need an additional $9 to $12 million to complete its
roll-out strategy and recruitment and staffing efforts.
Sources of Liquidity
On January 18, 1999, the Company converted $4,050,000 of its unsecured
convertible notes to International Trade Group, LLC and ITG Finance, LLC into
Series A convertible preferred stock. These shares will be issued to each lender
at the rate of 1 share for each $1 of loan amount.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
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On December 1, 1998 , the Company, as plaintiff, filed a 7-count civil
action in the Superior Court of New Jersey, Bergen County Law Division, docket
no. BER-L, against Kennedy Funding, Inc., (KFI), a commercial lending
institution organized under the laws of New Jersey, as defendant, alleging,
among other complaints, breach of written and oral contract, failure to perform
and equitable estoppel. The Company entered into a negotiation with KFI for a
commercial loan of $16,000,000 to be used as working capital to finance the
Company's food trading activities. KFI predicated granting the loan on the
Company meeting specific conditions and collateralization requirements, and it
required from the Company a commission prepayment fee of $90,000. The Company
deposited this sum with KFI with the written understanding that is was
refundable should the loan fail to close for any reason whatsoever, and it
complied with all conditions of collateralization. KFI failed to grant the loan,
and it declared the deposit to be non-refundable and withheld its return. The
Company intends to vigorously defend its position in this matter, and it is
confident it will receive a favorable judgment. No adverse material outcome is
expected.
Item 2 - Changes in Securities and Use of Proceeds
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As disclosed above, the Company will issue 4,050,000 shares of its
Series A convertible preferred stock. Management believes this contribution to
the Company's capitalization will enable it to fulfill its growth and expansion
plans.
Item 3 - Defaults on Senior Securities
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During the covered period, there were no defaults on any senior
securities.
4
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Item 4 - Submission of Matters to a Vote of Security Holders
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During the covered period, no matters were submitted to a vote of the
shareholders.
Item 5 - Other Information
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The following additional matters of interest occurred during the
covered period.
On October 20, 1998, the Board of Directors appointed Ransom
Southerland, President and CEO of CNC to the Board of the Company.
On October 20, 1998, the Board of Directors approved a stock option
program for key employees, directors and new Company hires. The salient points
of this program are:
- 1.7 million shares of the Company's common stock allocated for the program
- directors to be issued options for 150,000 shares with vesting to occur
over 3 years at the rate of 50,000 per year
- options set to expire on October 20, 2008
- exercise price of the options set at $1 1/32 (the trading price at the time
of the Board's decision)
- shares proportionally vested if a director for any reason leaves the board
- option plan subject to review by corporate legal counsel
On November 2, 1998, the Board of Directors appointed Philip M. Chrusz
to the Board of the Company. Mr. Chrusz tendered his resignation to the Board on
February 11, 1999.
On January 25, 1999 the Company entered into a Technology and Trademark
License Agreement with Alain de la Motte, its Chief Executive Officer. The
agreement grants the Company the right to utilize certain technology, patents,
trademarks and trade names for a period of 20 years with two 20 year renewal
options. In exchange for the license, the Company has agreed to pay a $200,000
fee to Alain de la Motte at such time when either its consolidated stockholders'
equity exceeds $15,000,000 or it successfully raises $15,000,000 in additional
debt. The Company will also pay the Chief Executive Officer royalty fees
measured at 7.5% of the gross profits realized from commercial use of the
technology and the rights granted through the agreement. To date, neither the
debt nor equity milestones have been met, and the Company has yet to make
commercial use of the technology, patents, trademarks and trade names.
Therefore, the Company's contingent liability under the agreement will only be
recognized in the future when the financing milestones or operating results from
commercial applications of the technology and rights occur.
During the covered period, the Board approved the issuance of 100,000
new shares of the Company's common stock. The total now issued and outstanding
is 16,184,643 shares.
5
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Item 6 - Exhibits
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All relevant and previously disclosed exhibits incorporated by
reference. Attached and included in this amended filing is new exhibit
"Technology and Trademark License Agreement dated January 25, 1999 between Alain
de la Motte and Integrated Food Resources, Inc."
6
TECHNOLOGY AND TRADEMARK LICENSE AGREEMENT
This agreement is between Alain L. de la Motte ("LICENSOR") an
individual with a residence address of 2460 S.E. Larkspur Ct., Hillsboro, Oregon
97123, and Integrated Food Resources, Inc. ("LICENSEE"), a Nevada corporation,
with a principal place of business at 6700 S.W. Sandburg Road, Tigard, Oregon
97223. This agreement will be effective on the following date: January 25, 1999
("the effective date").
WHEREAS LICENSOR owns rights in certain non-confidential and
confidential technology, know how, concepts, plans, and information, including
all copyrights, trademark/service mark rights, and potential patent rights, all
relating to a system for international business transactions (the "Technology");
WHEREAS LICENSOR owns the following patent applications,
copyright registrations, federal trademark/service mark registrations, federal
trademark/service mark applications and domain name registration relating to the
Technology (all such applications and registrations are referred to collectively
as the "Rights") (the patent applications are referred to collectively as the
"Patent Applications"; the trademark/service mark registrations and applications
are referred to collectively as the "Trademarks"; the copyright registrations
are referred to collectively as the Copyrights"; and the domain name
registration is referred to as the "Domain Name Registration"): Patent
Applications
<TABLE>
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<S> <C> <C>
Patent App. No. Title of Invention Priority Date
- -------------------------- --------------------------------------------------------------- ---------------------------
08/745,196 METHOD AND SYSTEM FOR FACILITATING SELECTING, ORDERING November 9, 1995
AND PURCHASING OF PRODUCTS
- -------------------------- --------------------------------------------------------------- ---------------------------
08/879,384 ELECTRONIC HOME SHOPPING SYSTEM AND METHOD November 9, 1995;
June 20, 1997
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to be assigned RATING SYSTEM FOR ALLOWING ELECTRONIC TRADE OF PRODUCTS November 9, 1999;
June 20, 1997
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</TABLE>
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<TABLE>
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<S> <C> <C>
PCT Patent App. No. Title of Invention Priority Date
- -------------------------- --------------------------------------------------------------- ---------------------------
PCT/US96/18133 METHOD AND SYSTEM FOR FACILITATING, SELECTING, ORDERING & November 9, 1995
PURCHASING OF PRODUCTS
- -------------------------- --------------------------------------------------------------- ---------------------------
</TABLE>
<TABLE>
Trademarks
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<S> <C> <C>
Trademark Reg./App. No. Mark Registration/Filing Date
- -------------------------- ---------------------------------------------------- ---------------------------------
Reg. No. 2,213,625 PROJECT HARVEST Registered December 29, 1998
- -------------------------- ---------------------------------------------------- ---------------------------------
App. No. 75/084,500 MISC. DESIGN (Globe and Wheat Design) Filed April 5, 1996; Published
October 6, 1998
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Reg. No. 2,222,108 WORLD TRADE THROUGH PIONEERING TECHNOLOGY Registered February 9, 1999
- -------------------------- ---------------------------------------------------- ---------------------------------
</TABLE>
<TABLE>
Copyrights
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<S> <C> <C>
Copyright Reg. No. Title of Work Registration Date
- -------------------------- --------------------------------------------------------------- ----------------------
TX 4-383-876 PROJECT HARVEST October 9, 1996
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VA 814-866 PROJECT HARVEST October 9, 1996
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VA 832-717 PROJECT HARVEST CD COVER February 4, 1997
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Domain Name Registration
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Domain Name Reg. Domain Name Registration Date
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ProjectHarvest.com
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</TABLE>
WHEREAS LICENSOR has a complete prototype software version of
the Technology for use in the retail-food-store-products industry, including
supporting textual and graphic materials (referred to collectively as the
"Prototype"), which is presently marketed under LICENSOR'S trademark/service
mark PROJECT HARVEST;
WHEREAS LICENSOR has delivered to LICENSEE the Prototype, and
LICENSEE wants to commercialize it for the retail-food-store-products industry;
WHEREAS LICENSEE wants to commercialize the Technology by
setting up a global e-commerce system for trading of retail-food-store products
among buyers and sellers (the "Food Industry Version of the Technology");
WHEREAS LICENSOR and LICENSEE want to enter into a mutually
beneficial license agreement involving the Rights and allowing LICENSEE to use,
market and sell a commercial version of the Technology for the
retail-food-store-products industry;
NOW THEREFORE, in consideration of the promises made below,
LICENSOR and LICENSEE agree as follows:
1. License. LICENSOR grants to LICENSEE a worldwide, exclusive
license under the Rights to make, use and sell versions of the Technology for
the retail-food-store-products industry. LICENSEE acknowledges that it has
received from LICENSOR the Prototype. LICENSEE shall not grant or sub-license to
any third party all or any part of the license it receives in this P. 1. The
sole exception to this prohibition is that LICENSEE may sub-license rights under
this P. 1 to a wholly-owned subsidiary of LICENSEE.
2. Term. The term of this agreement is for twenty (20) years
from the effective date, and is automatically renewable by LICENSEE for
additional two (2) year terms upon sixty (60) days written notice prior to the
end of the term of this Agreement. Such automatic renewal is conditioned on: (a)
LICENSEE being current with respect to its payment obligations described in P.
3, and (b) LICENSEE
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not having breached this Agreement.
3. License Fee; Royalty.
3.1 License Fee. LICENSEE will pay to LICENSOR the following
license fee: (a) a one-time, lump sum payment of $200,000 payable to LICENSOR
within ten (10) days of the occurrence of either of the following alternate
events: (i) LICENSEE'S total equity equals or exceeds fifteen million dollars
($15,000,000) in paid-in capital; or (ii) LICENSEE successfully closes a minimum
of fifteen million dollars ($15,000,000) in debt; and (b) a one-dollar ($1.00)
license-fee payment per year during the term, payable in advance for the then
following year, with the first such payment due on the effective date, and
subsequent payments due on the anniversary of the effective date for each year
during the term.
3.2 Royalty. LICENSEE agrees to pay to LICENSOR a royalty
measured at 7.5% of gross profit margin that LICENSEE makes from the commercial
use of the Technology and the Rights under the license granted in P. 1. LICENSEE
shall make royalty payments and reports to LICENSOR required by this P. 3 on a
calendar-year, quarterly basis within 30 business days after March 31st, June
30th, September 30th, and December 31st, each payment for the then preceding
accounting quarter. At a future time, LICENSOR and LICENSEE will agree to the
form of the report that LICENSEE will provide LICENSOR on a quarterly basis
pursuant to this paragraph. LICENSEE shall make the required royalty payments in
cash or stock at LICENSEE'S sole discretion. If payment is in stock and LICENSEE
is publicly traded, the determination of the cash value of the stock shall be
based upon the bid and ask price for the stock for the prior ten (10) trading
days. LICENSEE shall keep accurate books and records reflecting transactions,
including income received pursuant to commercial activities under this
Agreement, and shall make reports at the time of the above-identified quarterly
payments fully supporting the calculation of payments made, including the income
received. LICENSOR shall have the reasonable right to inspect LICENSEE'S books
and records through an agent, not to exceed one such audit per year. Past due
payments shall bear interest at the highest lawful rate from the due date.
4. Licensee's First Right of Refusal. LICENSEE shall have a
first right of refusal to receive from LICENSOR for consideration to be
determined in the future, an exclusive, twenty (20) year license to
commercialize
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the Technology for industries other than the retail-food-store-product industry.
To exercise its first right under this P. 4, LICENSEE must provide LICENSOR with
written notice of its intent to exercise its right within thirty (30) days of
receiving from LICENSOR a description of an application of the Technology to an
industry other than the retail-food-store-product industry.
5. Ownership; Acknowledgement of Validity LICENSEE admits and
agrees that LICENSOR owns the Rights and the Technology. In addition, LICENSEE
admits and agrees to the validity and enforceability in all respects of the
Rights. LICENSEE agrees that it will not participate in any attack on the
validity or enforceability of any of the Rights whether in court, the United
States Patent and Trademark Office, the U.S. Copyright Office or elsewhere
except as may be required in response to a subpoena. It is the intent of
LICENSOR and LICENSEE that this paragraph shall have claim- and issue-preclusive
effect.
6. Best Efforts LICENSEE shall use its best efforts under the
license granted in P. 1 to commercialize the Technology by setting up the Food
Industry Version of the Technology. To maintain the exclusivity of the license
in P. 1, LICENSEE shall have a minimum of ten million dollars ($10,000,000) in
annual sales revenue beginning two years from the effective date so that for the
third year of this Agreement, and every year thereafter, LICENSEE shall have at
least ten million dollars ($10,000,000) in annual sales revenue.
7. Continued Development of the Technology; Continued
Prosecution of the Rights; Ownership of Rights in
Improvements.
LICENSOR and LICENSEE will work together during the term of
this Agreement to continue development of the Technology. LICENSOR will own all
rights in improvements to the Technology, and LICENSEE shall assign and/or
transfer to LICENSOR, at appropriate times in the future, rights, if any,
LICENSEE may have as a result of any ideas or inventions relating to the
Technology made by representatives or employees of LICENSEE. In connection with
LICENSEE'S obligation to assign and/or transfer to LICENSOR rights in such
improvements, LICENSEE shall require all employees and independent contractors
LICENSEE hires in the future to continue development of the Technology to
execute written assign and/or transfer agreements of rights in such improvements
to LICENSOR.
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All costs for continued commercial development of the
Technology will be paid exclusively by LICENSEE. In addition, LICENSEE will pay
for all future costs associated with continuing the ongoing process of obtaining
domestic and foreign intellectual property rights associated with the Rights and
the Technology, including continuing the Patent Applications, the Trademarks,
and the Copyrights.
8. Confidentiality.
LICENSEE will keep confidential the Technology and terms of
the present agreement. LICENSEE'S confidentiality obligation survives
termination of this Agreement. With respect to LICENSEE'S confidentiality
obligation concerning the Technology, LICENSEE will treat all disclosures by
LICENSOR relating to the Technology as confidential. Such confidential
disclosures may include oral or written material, demonstrations, or samples of
the Technology. LICENSEE further agrees not to disclose any information relating
to the Technology to third parties, nor to use information about the Technology
disclosed by LICENSOR for any purpose other than that identified above, unless
written consent from LICENSOR is obtained. LICENSEE agrees to take all steps
reasonably necessary to prevent disclosure of the Technology to any third party.
The confidentiality obligations set forth in this Agreement do
not apply to information:
(i) which, prior to the effective date of this Agreement, was
generally known to the trade or public;
(ii) which at a later date becomes generally known to the
trade or public through no fault of LICENSEE'S and then
only after that date;
(iii) which is possessed by LICENSEE, as evidenced by your
written or other tangible evidence, before receipt
thereof from LICENSOR; or
(iv) which is disclosed to LICENSEE in good faith by a third
party who has an independent right to such information.
9. Termination.
Each party may terminate the present agreement in the event of
a material breach by the
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other party, but only if, upon receiving notice of such breach, the other party
fails to cure such breach within sixty (60) days of such notice.
LICENSOR may also terminate this Agreement if any of the
following occurs:
(i) LICENSEE does not commercialize the Technology under the
license in P. 1 by signing the first buyers and sellers
to the Food Industry Version of the Technology within
eighteen (18) months after the effective date;
(ii) LICENSEE does not raise a minimum of thirty million
dollars ($30,000,000) to finance the commercialization of
the Technology; and
(iii) LICENSEE defaults as described below and does not cure
within the sixty (60) day period described above in this
P. 7.
A default may be any one of the following:
(i) failure to pay royalties or the annual license fee upon
the due dates identified above;
(ii) failure to finance expenses associated with enforcement
of the Rights as described in P. 8;
(iii) failure to use notices as are and will be prescribed by
LICENSOR pursuant to P. 9; or
(iv) failure to deliver to LICENSOR complete copies of all
improvements made to the Technology, including source
code, within thirty days of making such improvements.
10. Enforcement of Patent Rights.
LICENSEE agrees to notify LICENSOR in writing of any
unauthorized use of the Rights and/or the Technology, if such use comes to the
attention of LICENSEE. LICENSOR shall have the sole right and discretion to
bring infringement proceedings involving the Rights and the Technology. If
LICENSOR elects to prosecute an infringer and the infringer is in the
retail-food-store-products industry, then LICENSEE will pay for all expenses,
including attorney fees, associated with prosecuting the infringer. However, all
major litigation decisions are to be made by LICENSOR. If any monetary income is
obtained from an infringer through a settlement or through litigation, that
income will be used first to pay for all expenses including attorney fees
associated with prosecution of the infringer. Any amount of monetary income that
exceeds such expenses will be shared equally
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among LICENSOR and LICENSEE.
11. Markings.
LICENSEE shall mark all products sold or services rendered
under the Rights as being sold or rendered pursuant to a license, and with any
statutorily required notices. LICENSOR will from time to time inform LICENSEE of
such notices and the form in which they should be used.
12. Notices.
All notices under this agreement shall be given in writing to
the parties at the addresses listed below. The notices shall be sent via first
class mail to the following addresses:
Alain L. de la Motte Brian E. Bittke
2460 S.E. Larkspur Ct. Integrated Food Resources, Inc.
Hillsboro, Oregon 97123 6700 S.W. Sandburg Road
Tigard, Oregon 97223
13. Insurance.
With respect to its use of the license granted in P. 1,
LICENSEE will maintain reasonable products liability insurance and other
pertinent liability insurance.
14. Indemnity.
LICENSEE agrees to indemnify and hold harmless LICENSOR for
any claims that may be brought by third parties against LICENSOR in connection
with the making, selling or using of the Rights or the Technology under this
Agreement.
15. Warranties.
The following warranties, in addition to those set out above,
are made: LICENSOR represents and warrants that he owns the Rights and has full
right and power to grant the license set forth above and to otherwise enter into
this Agreement. LICENSOR and LICENSEE represent and warrant to each other that
no material facts have been withheld from any party that would materially alter
the value of this Agreement, nor the willingness of either party to enter into
this Agreement.
16. Miscellaneous.
16.1 Assignability. All terms and conditions of this
agreement are limited to, binding upon and for the
benefit of the parties hereto. Apart from the
exception identified in P. 1, no part of this
agreement is assignable except upon
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the written approval of LICENSOR.
16.2 Partnership, Joint Venture. This agreement does not
constitute and shall not be construed as constituting
a partnership or joint venture between LICENSOR and
LICENSEE.
16.3 Amendments. Any amendments or modifications to this
agreement can and will be made by written addendum,
agreed to by all parties.
16.4 Governing Law. This agreement shall be construed in
accordance with the laws of the state of Oregon and
disputes hereunder shall be decided exclusively in
the appropriate state or federal courts located in
the state of Oregon. Each party agrees to submit to
personal jurisdiction and venue in Oregon.
16.5 Integration. This agreement constitutes the entire
agreement between the parties and no other agreement,
understandings, representations or discussions are
included.
16.6 Severability. If any part of this agreement is
determined to be wholly or partially unenforceable,
the balance of the agreement will not be affected and
shall remain enforceable.
IN WITNESS WHEREOF, the parties have caused this agreement to
be executed in duplicate and signed by their authorized representatives.
ALAIN L. de la MOTTE INTEGRATED FOOD RESOURCES, INC.
/s/ Alain de la Motte By: /s/ Brian E. Bittke
--------------------------------- ---------------------------------
Name: Brian E. Bittke
Title: Executive Vice President
Date: January 25, 1999 Date: January 25, 1999
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ASSIGNMENT
WHEREAS, I, Dal Norris, of 9690 S.W. 151st Avenue, Beaverton,
Oregon 97007, helped develop or may have invented certain improvements in and/or
features of a technology presently marketed under the trademark PROJECT HARVEST
(the improvements and features referred to collectively as the "invention") and
which are the object of the following patent applications: Patent Applications
<TABLE>
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<S> <C> <C>
Patent App. No. Title of Invention Priority Date
- -------------------------- --------------------------------------------------------------- ---------------------------
08/745,196 METHOD AND SYSTEM FOR FACILITATING SELECTING, ORDERING November 9, 1995
AND PURCHASING OF PRODUCTS
- -------------------------- --------------------------------------------------------------- ---------------------------
08/879,384 ELECTRONIC HOME SHOPPING SYSTEM AND METHOD November 9, 1995;
June 20, 1997
- -------------------------- --------------------------------------------------------------- ---------------------------
to be assigned RATING SYSTEM FOR ALLOWING ELECTRONIC TRADE OF PRODUCTS November 9, 1999;
June 20, 1997
- -------------------------- --------------------------------------------------------------- ---------------------------
- -------------------------- --------------------------------------------------------------- ---------------------------
PCT Patent App. No. Title of Invention Priority Date
- -------------------------- --------------------------------------------------------------- ---------------------------
PCT/US96/18133 METHOD AND SYSTEM FOR FACILITATING, SELECTING, ORDERING & November 9, 1995
PURCHASING OF PRODUCTS
- -------------------------- --------------------------------------------------------------- ---------------------------
</TABLE>
WHEREAS, Alain L. de la Motte, of Tigard, Oregon, is desirous
of acquiring any rights Dal Norris may have in the invention:
NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, I, Dal Norris sell, assign and transfer
to Alain L. de la Motte: (1) the full and exclusive right to the invention in
the United States and its territorial possessions and in all foreign countries,
and (2) the entire right, title and interest in and to any and all Patents or
other intellectual property which may be granted therefor in the United States
and its territorial possessions, in any and all foreign countries, and in and to
any and all divisions, reissues, continuations, continuations-in-part and
extensions thereof.
I hereby authorize and request the U.S. Patent and Trademark
Office, the U.S. Copyright Office and any and all foreign countries to issue any
and all of the Patents, Copyrights or other intellectual property, when granted,
to Alain L. de la Motte, as the assignee of my entire right, title and interest
in and to the same, for the sole use of Alain L. de la Motte, his successors and
assigns.
Further, I agree that I will communicate to Alain L. de la
Motte any facts known to me respecting the invention, and testify in any legal
proceeding, sign all lawful papers, execute all divisional, continuation,
substitution, renewal and reissue applications, execute all necessary assignment
papers to cause any and all of the Patents to be issued to Alain L. de la Motte,
make all rightful oaths and generally do everything possible to aid Alain L. de
la Motte, his successors and assigns, to obtain and enforce proper protection
for said invention in the United States and in any and all foreign countries.
Date: April 15, 1999 /s/ Dal Norris
--------------------
Dal Norris
Witness:
/s/ Chris Nelson
(Name)
28242 S. Salo Road
(Address)
Mulino, OR 97042
(City, State)
<PAGE>
ASSIGNMENT
WHEREAS, I, Brian Brackinreed, of 10360 S.W. Coquille Drive,
Tualatin, Oregon 97062, helped develop or may have invented certain improvements
in and/or features of a technology presently marketed under the trademark
PROJECT HARVEST (the improvements and features referred to collectively as the
"invention") and which are the object of the following patent applications:
Patent Applications
<TABLE>
- -------------------------- --------------------------------------------------------------- ---------------------------
<S> <C> <C>
Patent App. No. Title of Invention Priority Date
- -------------------------- --------------------------------------------------------------- ---------------------------
08/745,196 METHOD AND SYSTEM FOR FACILITATING SELECTING, ORDERING November 9, 1995
AND PURCHASING OF PRODUCTS
- -------------------------- --------------------------------------------------------------- ---------------------------
08/879,384 ELECTRONIC HOME SHOPPING SYSTEM AND METHOD November 9, 1995;
June 20, 1997
- -------------------------- --------------------------------------------------------------- ---------------------------
to be assigned RATING SYSTEM FOR ALLOWING ELECTRONIC TRADE OF PRODUCTS November 9, 1999;
June 20, 1997
- -------------------------- --------------------------------------------------------------- ---------------------------
- -------------------------- --------------------------------------------------------------- ---------------------------
PCT Patent App. No. Title of Invention Priority Date
- -------------------------- --------------------------------------------------------------- ---------------------------
PCT/US96/18133 METHOD AND SYSTEM FOR FACILITATING, SELECTING, ORDERING & November 9, 1995
PURCHASING OF PRODUCTS
- -------------------------- --------------------------------------------------------------- ---------------------------
</TABLE>
WHEREAS, Alain L. de la Motte, of Tigard, Oregon, is desirous
of acquiring any rights Brian Brackinreed may have in the invention:
NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, I, Brian Brackinreed sell, assign and
transfer to Alain L. de la Motte: (1) the full and exclusive right to the
invention in the United States and its territorial possessions and in all
foreign countries, and (2) the entire right, title and interest in and to any
and all Patents or other intellectual property which may be granted therefor in
the United States and its territorial possessions, in any and all foreign
countries, and in and to any and all divisions, reissues, continuations,
continuations-in-part and extensions thereof.
I hereby authorize and request the U.S. Patent and Trademark
Office, the U.S. Copyright Office and any and all foreign countries to issue any
and all of the Patents, Copyrights or other intellectual property, when granted,
to Alain L. de la Motte, as the assignee of my entire right, title and interest
in and to the same, for the sole use of Alain L. de la Motte, his successors and
assigns.
Further, I agree that I will communicate to Alain L. de la
Motte any facts known to me respecting the invention, and testify in any legal
proceeding, sign all lawful papers, execute all divisional, continuation,
substitution, renewal and reissue applications, execute all necessary assignment
papers to cause any and all of the Patents to be issued to Alain L. de la Motte,
make all rightful oaths and generally do everything possible to aid Alain L. de
la Motte, his successors and assigns, to obtain and enforce proper protection
for said invention in the United States and in any and all foreign countries.
Date: April 15, 1999 /s/ Brian Brackinreed
------------------------
Brian Brackinreed
Witness:
/s/ Dal Norris
- ---------------------
(Name)
9690 S.W. 151st Avenue
- ---------------------
(Address)
Beaverton, OR 97007
- ---------------------
(City, State)
<PAGE>
ASSIGNMENT
WHEREAS, I, Chris Nelson, of 28242 South Salo Road, Mulino,
Oregon 97042, helped develop or may have invented certain improvements in and/or
features of a technology presently marketed under the trademark PROJECT HARVEST
(the improvements and features referred to collectively as the "invention") and
which are the object of the following patent applications: Patent Applications
<TABLE>
- -------------------------- --------------------------------------------------------------- ---------------------------
<S> <C> <C>
Patent App. No. Title of Invention Priority Date
- -------------------------- --------------------------------------------------------------- ---------------------------
08/745,196 METHOD AND SYSTEM FOR FACILITATING SELECTING, ORDERING November 9, 1995
AND PURCHASING OF PRODUCTS
- -------------------------- --------------------------------------------------------------- ---------------------------
08/879,384 ELECTRONIC HOME SHOPPING SYSTEM AND METHOD November 9, 1995;
June 20, 1997
- -------------------------- --------------------------------------------------------------- ---------------------------
to be assigned RATING SYSTEM FOR ALLOWING ELECTRONIC TRADE OF PRODUCTS November 9, 1999;
June 20, 1997
- -------------------------- --------------------------------------------------------------- ---------------------------
- -------------------------- --------------------------------------------------------------- ---------------------------
PCT Patent App. No. Title of Invention Priority Date
- -------------------------- --------------------------------------------------------------- ---------------------------
PCT/US96/18133 METHOD AND SYSTEM FOR FACILITATING, SELECTING, ORDERING & November 9, 1995
PURCHASING OF PRODUCTS
- -------------------------- --------------------------------------------------------------- ---------------------------
</TABLE>
WHEREAS, Alain L. de la Motte, of Tigard, Oregon, is desirous
of acquiring any rights Chris Nelson may have in the invention:
NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, I, Chris Nelson sell, assign and
transfer to Alain L. de la Motte: (1) the full and exclusive right to the
invention in the United States and its territorial possessions and in all
foreign countries, and (2) the entire right, title and interest in and to any
and all Patents or other intellectual property which may be granted therefor in
the United States and its territorial possessions, in any and all foreign
countries, and in and to any and all divisions, reissues, continuations,
continuations-in-part and extensions thereof.
I hereby authorize and request the U.S. Patent and Trademark
Office, the U.S. Copyright Office and any and all foreign countries to issue any
and all of the Patents, Copyrights or other intellectual property, when granted,
to Alain L. de la Motte, as the assignee of my entire right, title and interest
in and to the same, for the sole use of Alain L. de la Motte, his successors and
assigns.
Further, I agree that I will communicate to Alain L. de la
Motte any facts known to me respecting the invention, and testify in any legal
proceeding, sign all lawful papers, execute all divisional, continuation,
substitution, renewal and reissue applications, execute all necessary assignment
papers to cause any and all of the Patents to be issued to Alain L. de la Motte,
make all rightful oaths and generally do everything possible to aid Alain L. de
la Motte, his successors and assigns, to obtain and enforce proper protection
for said invention in the United States and in any and all foreign countries.
Date: April 15, 1999 /s/ Chris Nelson
--------------------------
Chris Nelson
Witness:
/s/ Brian Brackinreed
- ---------------------
(Name)
10360 S.W. Coquille Drive
- ---------------------
(Address)
Tualatin, OR 97062
- ---------------------
(City, State)
<PAGE>
ASSIGNMENT
WHEREAS, I, Brian E. Bittke, of 1330 10th Street, West Linn,
OR 97068, helped develop or may have invented certain improvements in and/or
features of a technology presently marketed under the trademark PROJECT HARVEST
(the improvements and features referred to collectively as the "invention") and
which are the object of the following patent applications: Patent Applications
<TABLE>
- -------------------------- --------------------------------------------------------------- ---------------------------
<S> <C> <C>
Patent App. No. Title of Invention Priority Date
- -------------------------- --------------------------------------------------------------- ---------------------------
08/745,196 METHOD AND SYSTEM FOR FACILITATING SELECTING, ORDERING November 9, 1995
AND PURCHASING OF PRODUCTS
- -------------------------- --------------------------------------------------------------- ---------------------------
08/879,384 ELECTRONIC HOME SHOPPING SYSTEM AND METHOD November 9, 1995;
June 20, 1997
- -------------------------- --------------------------------------------------------------- ---------------------------
to be assigned RATING SYSTEM FOR ALLOWING ELECTRONIC TRADE OF PRODUCTS November 9, 1999;
June 20, 1997
- -------------------------- --------------------------------------------------------------- ---------------------------
- -------------------------- --------------------------------------------------------------- ---------------------------
PCT Patent App. No. Title of Invention Priority Date
- -------------------------- --------------------------------------------------------------- ---------------------------
PCT/US96/18133 METHOD AND SYSTEM FOR FACILITATING, SELECTING, ORDERING & November 9, 1995
PURCHASING OF PRODUCTS
- -------------------------- --------------------------------------------------------------- ---------------------------
</TABLE>
WHEREAS, Alain L. de la Motte, of Tigard, Oregon, is desirous
of acquiring any rights Brian Brackinreed may have in the invention:
NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, I, Brian Brackinreed sell, assign and
transfer to Alain L. de la Motte: (1) the full and exclusive right to the
invention in the United States and its territorial possessions and in all
foreign countries, and (2) the entire right, title and interest in and to any
and all Patents or other intellectual property which may be granted therefor in
the United States and its territorial possessions, in any and all foreign
countries, and in and to any and all divisions, reissues, continuations,
continuations-in-part and extensions thereof.
I hereby authorize and request the U.S. Patent and Trademark
Office, the U.S. Copyright Office and any and all foreign countries to issue any
and all of the Patents, Copyrights or other intellectual property, when granted,
to Alain L. de la Motte, as the assignee of my entire right, title and interest
in and to the same, for the sole use of Alain L. de la Motte, his successors and
assigns.
Further, I agree that I will communicate to Alain L. de la
Motte any facts known to me respecting the invention, and testify in any legal
proceeding, sign all lawful papers, execute all divisional, continuation,
substitution, renewal and reissue applications, execute all necessary assignment
papers to cause any and all of the Patents to be issued to Alain L. de la Motte,
make all rightful oaths and generally do everything possible to aid Alain L. de
la Motte, his successors and assigns, to obtain and enforce proper protection
for said invention in the United States and in any and all foreign countries.
Date: April 15, 1999 /s/ Brian E. Bittke
-------------------------------------- ---------------------------
Brian E. Bittke
Witness:
/s/ Dal Norris
- ---------------------
(Name)
9690 S.W. 151st Avenue
- ---------------------
(Address)
Beaverton, OR 97007
- ---------------------
(City, State)
