LICENSING AGREEMENT
MEMORANDUM OF AGREEMENT MADE AT THE CITY OF MONTREAL, PROVINCE OF QUEBEC ON THE
26TH DAY OF APRIL 1999.
BY AND BETWEEN : MARC DUFRESNE (1978) INC., a body politic and corporate duly
incorporated according to law and having its Head Office and
principal place of business in the city of Trois-Rivieres,
at 5345 St-Joseph Street, Quebec G9A 5M4, herein represented
by its president, Mr. Benoit Dufresne, duly authorized, as
he so declares;
(hereinafter referred to as MARC DUFRESNE (1978) INC.)
AND : BIOMASSE INTERNATIONAL INC., a body politic and corporate
duly incorporated according to law and having its principal
place of business in the city of Trois-Rivieres, at 5345
St-Joseph Street, Quebec G9A 5M4, herein represented by its
president, Mr. Benoit Dufresne, duly authorized, as he so
declares;
(hereinafter referred to as Biomasse or Licensee)
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INTRODUCTION
WHEREAS MARC DUFRESNE (1978) INC. has developed and advanced a unique technology
to process and dispose of the waste created by pulp and paper companies in an
efficient and environmentally-friendly way (hereinafter referred to as the
System), as more fully described in schedule A of the present Agreement;
WHEREAS MARC DUFRESNE (1978) INC. is the sole owner of all rights relating to
the System;
WHEREAS in its efforts to market the System, it appeared to MARC DUFRESNE (1978)
INC. that such a marketing should be made through a specific corporation other
than MARC DUFRESNE (1978) INC.;
WHEREAS Biomasse can and is willing to market the System;
THIS AGREEMENT WITNESSETH THAT IN CONSIDERATION OF THE COVENANTS, AGREEMENTS,
WARRANTIES AND PAYMENTS HEREIN SET OUT AND PROVIDED FOR, THE PARTIES HERETO
RESPECTIVELY COVENANT AND AGREE AS FOLLOWS :
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0.00 INTERPRETATION
0.01 Terminology
Where used herein or in any amendments hereto, the following terms
shall have the following meanings respectively :
0.01.01 Agreement
Agreement means the present agreement including its introduction and
schedules and all future amendments to the agreement;
0.01.02 Intellectual Property
Intellectual property means acronyms, designs, brand marks, symbols,
pictograms, slogans, signs, posters, plates, forms, stationery and
others identification items, methods and techniques which are created,
developed or used by the Licensee as owner, holder, author, registered
user, authorized user or in any other qualification used in relation
with the marketing of the System, copyrights, patents, industrial
designs and trademark as well as all future such items which should be
acquired in the future by MARC DUFRESNE (1978) INC. and/or the
Licensee;
0.01.03 Legal Representatives
Legal representatives means for each party, depending upon its
condition and structure, its executors, heirs, assignees or agents;
0.01.04 Know-how
Know-how means all technical informations, procedures, formulas,
industrial secrets, technical uses, diagrams, designs, specifications,
lists of materials, production guides and informations developed or
used by MARC DUFRESNE (1978) INC. and/or the Licensee in relation to
the System;
0.01.05 Industrial Secrets
Industrial secrets means any confidential informations normally not
revealed by Mac Dufresne and/or Licensee to their competitors, any
knowledge acquired by the Licensee in relation to the present
licensing Agreement without which the System will be deprived of some
of its originality, efficiency and/or exclusivity as well as any
procedure not patented;
0.01.06 Territory
Territory means the world;
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0.02 Juridiction
0.02.01 Subjection
This Agreement, its interpretation, performance, application, validity
and effects shall be subject to the applicable laws, in effect, in the
Province of Quebec and in Canada, which partly or totally govern the
scope of provisions herein contained;
0.02.02 Presumption
Any provision contained in the present Agreement which is not in
conformity with the applicable laws shall be deemed null and void,
insofar as such measure is prohibited by one of said laws. And so it
shall be for any subordinate stipulation or bound to such disposition
insofar as such measure or applicability depends on said disposition;
0.02.03 Adaptation
In any case where a provision shall violate an applicable law, it
shall be interpreted, as the case may be, as a means of conforming to
said applicable law, or failing to do so, in the most susceptible
method in order to respect the intention of both parties without
waiving the prescriptions of any applicable law that parties wish to
respect;
0.02.04 Continuation or Avoidance
Where the present Agreement shall contain an interdict, all other
provisions of said Agreement shall remain valid and biding upon the
parties, unless the provision (s) contrary to an applicable law is
(are) deemed essential to the adequate performance of the Agreement or
to the stability of the respective provisions of the parties and where
no compatible interpretation with any applicable law (s) may correct
the deficiency, in which case the present Agreement shall be found
null ab initio and the parties returned to their original and
respective position, where possible, while taking into account the
evolution of their respective position since the duration of the
Agreement, in order to come to an equivalent adjournment, as case may
be;
0.03 Priority
The present Agreement shall constitute the total and integral
understanding intervened between the parties, excluding any other
document, contract or previous verbal promise or concomitance that may
have taken place in the framework of the transactions having proceeded
the final performance of the Agreement, that the parties declare
inadmissible as an element susceptible to modify or hinder, in any
way, one of the other provisions of the present Agreement;
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0.04 General
0.04.01 Time of the Essence
Time shall be the essence in this Agreement. In calculation of any
time limit provided for in the present Agreement, the following rules
should have effect :
- The first day is not taken into account but the last day is;
- Non legal days are accounted for; but if the last day of the
time limit is a non legal day, then the time limit ends on the
next legal day;
- When used in present Agreement, the term month refers to
calendar months;
If the Agreement refers to a precise date which is a non legal day,
then the Agreement should be readed with that precise date referring
to the next legal date;
0.04.02 Concurrence
All rights stipulated in the present Agreement are concurrent and not
alternate. Any waiver of an agreed right by one or the other party, in
favor of the other, shall not be interpreted as a waiver to any other
right, herein accepted, unless the wording of a provision
exceptionally indicates the necessity of such choice;
0.04.03 American Funds
All amounts referred to in the present Agreement shall be considered
as American Funds;
0.04.04 Gender and Number
Where the understanding of the wording is required, the masculine
expression shall also include feminine and vice versa; the same shall
apply for a word expressing a number where singular shall also include
plural and vice versa. Any sentence containing a versatility in the
wording, shall be interpreted where the sense demands, in a way to
accommodate the appropriate version of such word, with all the
grammatical changes required in order to confer a logical meaning to
the sentence concerned;
0.04.05 Titles
The titles used in the present Agreement have no real interpretative
value - they serve as classification and identification elements of
the constitutive provisions of the Agreement between the parties
recorded in the instrument and, for this reason, they cannot influence
the interpretation of a provision;
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1.0 LICENSE
1.01 Conditional upon full respect by the Licensee of any and all of
its obligations under the present Agreement, MARC DUFRESNE (1978)
INC. grants to the Licensee an exclusive right to market
worldwide System;
2.0 PRICE
2.01 Shares
The Licensee undertakes to issue to MARC DUFRESNE (1978) INC. FIVE
HUNDRED EIGHTY EIGHT THOUSANDS (588 000) common shares class B, at
$1.00 each share, based on 18% of Tripap's projected contract revenues
(between Tripap inc. and Biomasse Pates et Papiers inc.);
2.02 Royalties
The Licensee undertakes to pay to MARC DUFRESNE (1978) INC.
continuous royalties in conformity with the terms specified
in Schedule B;
3.0 REPRESENTATIONS AND WARRANTIES OF MARC DUFRESNE (1978) INC.
MARC DUFRESNE (1978) INC. covenants, represents and warrants as
follows and acknowledges that the Licensee is relying upon such
covenants, representations and warranties to enter into the present
Agreement :
3.01 Status
MARC DUFRESNE (1978) INC. has been duly incorporated and organized and
is validly subsisting and in good standing according to Laws of
Canada;
3.02 Capacity
MARC DUFRESNE (1978) INC. has the legal capacity to enter into the
Agreement contemplated hereby and to fulfill all and any of its
obligations under the present Agreement. The granting of the resent
License is not subject to any restriction;
4.0 REPRESENTATIONS AND WARRANTIES OF THE LICENSEE
The Licensee covenants, represents and warrants as follows and
acknowledges that MARC DUFRESNE (1978) INC. is relying upon such
covenants, representations and warranties to enter into the present
Agreement :
4.01 Status
The Licensee has been duly incorporated and organized and is validly
subsisting and in good standing according to the laws of Florida;
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4.02 Capacity
The Licensee has the legal capacity to enter into the Agreement
contemplated hereby and to fulfill all and any of its obligations
under the present Agreement. The granting of the resent License is not
subject to any restriction;
5.0 COVENANTS OF MARC DUFRESNE (1978) INC.
MARC DUFRESNE (1978) INC. covenants and agrees with the Licensee that :
5.01 Exclusivity
As long as the present Agreement is in effect, MARC DUFRESNE (1978)
INC. will not grant to anybody else any license with respect to the
System;
5.02 Peaceful enjoyment
Marc Dufresne (1978) inc. will deploy its best efforts so the Licensee
can enjoy peacefully the rights granted to him under the present
Agreement;
5.03 Signings
MARC DUFRESNE (1978) INC. undertakes to sign all and any documents
necessary or useful to acknowledge and/or protect the rights granted
to the Licensee under the present Agreement;
6.0 COVENANTS OF THE LICENSEE
The Licensee covenants and agrees with MARC DUFRESNE (1978) INC. that :
6.01 Best Efforts
The Licensee undertakes to engage in great activity to market
worldwide the System according to its projected use, in conformity
with the terms of the present Agreement;
6.02 Marketing Plan
Within one hundred and twenty (120) days of the signing of the present
Agreement, the Licensee undertakes to present to MARC DUFRESNE (1978)
INC. a marketing plan which content will allow MARC DUFRESNE (1978)
INC. to estimate the foreseen progress of the marketing of the System
worldwide;
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6.03 Quality Control
The Licensee undertakes to mandate a quality control agent
chosen by MARC DUFRESNE (1978) INC. to inspect the operation
of the System and to verify such operation with the standards
to be set-up by MARC DUFRESNE (1978) INC. at its own
discretion. The Licensee undertakes to fully respect such
standards and to allow the quality control agent chosen by
MARC DUFRESNE (1978) INC. to mark the products being part of
the System with any seal of quality control;
6.04 Departure from the System
The Licensee undertakes not to depart from any of the
specifications of the System or amelioration to the System
developed by MARC DUFRESNE (1978) INC. or from any eventual
patents in respect of the System without having previously
obtained a written consent of MARC DUFRESNE (1978) INC. to
this effect;
6.05 Inspection
The Licensee undertakes to give to any representative of MARC
DUFRESNE (1978) INC. and its quality control agent full access
to all business places incorporating the System during normal
business hours (if the authorization can be obtained from the
owner of the installation) in order to allow MARC DUFRESNE
(1978) INC. and/or its quality control agent to satisfy
themselves of the full respect by the Licensee of all and any
of its obligations under the present Agreement;
6.06 Modifications
The Licensee undertakes to inform MARC DUFRESNE (1978)
INC.of any modifications to any component of the System;
6.07 Improvements
6.07.01 Notice
The Licensee undertakes to notice by writing MARC DUFRESNE
(1978) INC. of all and any improvement to the System,
patentable or not, being developed by an employee of the
Licensee of which the Licensee becomes aware of during the
course of the Agreement.
As well, MARC DUFRESNE (1978) INC. undertakes to notice by
writing the Licensee of all and any improvement to the
System, being developed by any employee of MARC DUFRESNE
(1978) INC. of which MARC DUFRESNE (1978) INC. becomes aware
of during the course of the present Agreement;
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6.07.02 Inclusion of Improvements
The Licensee undertakes, upon written request by MARC DUFRESNE
(1978) INC., to cede and transfer to MARC DUFRESNE (1978) INC.
or its quality control agent, as indicated by MARC DUFRESNE
(1978) INC., any improvement to the System made by or know by
the Licensee during the course of the present Agreement and
the Licensee undertakes to transfer to MARC DUFRESNE (1978)
INC. or its quality control agent, as indicated by MARC
DUFRESNE (1978) INC., all the necessary or useful
documentation to allow the property of such improvement to be
vested into MARC DUFRESNE (1978) INC.;
6.07.03 Application for Patent
The decision to file for any patent in respect of the System
will be at the sole discretion of the Licensee;
6.07.04 Employees
Within ninety (90) days following the signing of the present
Agreement, the Licensee undertakes to obtain from its
employees a written cession of any future right to all and any
improvement to the System, developed by any of them in the
course of the present Agreement. A similar undertaking should
be obtained by the Licensee from any new employee at his time
of hiring.
6.08 Confidentiality
The Licensee hereby acknowledges that all information or
knowledge relating to the System is confidential and a trade
secret of MARC DUFRESNE (1978) INC. The Licensee hereby
acknowledges that the non-authorized divulgation of such
information and/or knowledge can cause serious harm to MARC
DUFRESNE (1978) INC. Therefore, the Licensee covenants and agrees
with Marc Dufresne inc, the following :
a) The Licensee will use its best efforts to protect the trade
secret relating to the System against any non-authorized
third party;
b) The Licensee will use its best efforts to make sure all and
any of its employees act in accordance with its obligation
under sub-paragraph a) hereinabove;
c) The Licensee undertakes to obtain the previous written consent
of MARC DUFRESNE (1978) INC. before divulging any trade
secret relating to the System to any third party and
only if such divulgation is necessary for the fulfillment
of the Licensee's obligations under the present Agreement
and if the said third party has previously agreed to the
same confidentiality obligations as specified in the present
section. Furthermore, the Licensee covenants and agrees
to keep confidential the description of the System, if the
said description or any part of it is not patented, as much as
any other information permitting or facilitating the marking
of elements of the Systems or the use for such elements;
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6.09 Book-keeping
The Licensee undertakes to maintain complete and detailed account
books and ledgers, to keep a full, precise and detailed
accounting and to keep in these accounting books all pertinent
information relating to plans where the System will be installed
and serviced by the Licensee. Furthermore, the Licensee grants to
the representatives designed by Marc Dufresne inc. the right to
inspect and audit these books, ledgers and other documents, at
any time during normal business hours, for the and other
documents, at any time during normal business hours, for the full
length of the present Agreement and for one (1) more year
thereafter;
6.10 Financial Reports
The Licensee undertakes to supply MARC DUFRESNE (1978) INC.,
starting with the first payment of royalties due according to
Section 2.01 of the present Agreement, a financial report in
the form specified in Schedule C, including all pertinent
information to determine the amount of royalties due to MARC
DUFRESNE (1978) INC. according to such Section 2.01 of the
present Agreement. These reports will have to be signed by the
Directors of the Licensee and audited by the auditors of the
Licensee and certified by them to MARC DUFRESNE (1978) INC. as
accurate;
6.11 Signings
The Licensee undertakes to sign all and any documents necessary
or useful to acknowledge and/or protect the rights granted to
MARC DUFRESNE (1978) INC. under the present Agreement;
7.0 SPECIAL PROVISIONS
7.01 Protection of the System
The Licensee undertakes to promptly notice MARC DUFRESNE
(1978) INC., upon being informed of it, of any infringement or
violation of all and any present or future patents relating to
the System or all any technology relating to the System. MARC
DUFRESNE (1978) INC. and the Licensee covenant and agree, in
such and eventuality, to consult each other in order to
determine a proper way of action. If both parties then agree
to initiate judicial proceedings, then the Licensee will be
responsible, at his own expenses, to take and carry such
judicial proceedings.
If one of the two parties is of opinion not to initiate
judicial proceedings at his own expenses, MARC DUFRESNE (1978)
INC. then having always a recourse against the Licensee for
reimbursement of costs and/or damages incurred or sustained
directly or indirectly. The mechanism provided for under the
present section will be applicable up to the Court of last
resort.
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In the case of any action or other legal proceedings against
the Licensee based upon the fact that the operation of the
System is an infringement of a patent or industrial design
owned by a third party, the Licensee undertakes to notice
promptly MARC DUFRESNE (1978) INC. of such action or legal
proceedings and to promptly transmit to MARC DUFRESNE (1978)
INC. all related documents given or served to the Licensee.
The Licensee covenants and agrees to closely and fully
collaborate with MARC DUFRESNE (1978) INC. in challenging such
court action or legal proceedings, including without limiting
the generality of the previous undertaking, to make available
promptly to MARC DUFRESNE (1978) INC. all and any files,
information, samples and other pertinent elements.
Subject to the following requirements, MARC DUFRESNE (1978)
INC. undertakes to take side with the Licensee in all and any
such court action or legal proceedings.
The Licensee covenants and agrees that no out of court
settlement will be entered into without previous written
consent of MARC DUFRESNE (1978) INC.
All and any compensation paid in relation to these court or
other legal proceedings will have to be deposited into a trust
account managed jointly by a legal representative to each of
MARC DUFRESNE (1978) INC. and the Licensee and will be
apportioned between MARC DUFRESNE (1978) INC. and the Licensee
after reimbursement of the related legal fees and costs which
have to be paid by the Licensee.
7.02 Force majeure
Neither party hereto shall be liable for, failure to perform
its obligations hereunder for reasons beyond its reasonable
control including, without limitation, acts of God or the
common enemy, the elements, earthquake, floods, fires, riots,
strikes, lockouts and work stoppages;
7.03 Parties relation
Nothing in the present Agreement should be interpreted has
creating between MARC DUFRESNE (1978) INC. and the Licensee a
principal-agent relationship, a partnership, an
employer-employee relationship or making the Licensee or MARC
DUFRESNE (1978) INC. a legal representative of the other
party. Furthermore, the Licensee has no legal power to enter
into legal agreement on the behalf of MARC DUFRESNE (1978)
INC.
The parties acknowledge that they act as independent
contractors and each of them is free to run its own business
as he sees fit to in respect of the terms of the present
Agreement;
7.04 Non assignment
The Licensee may not assign this Agreement on any of its
rights and obligations hereunder without the prior written
consent of MARC DUFRESNE (1978) INC.. all and any of such
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assignment in breach the present Section is null and void and
non opposable to the other party;
7.05 No warranty
The Licensee acknowledges that MARC DUFRESNE (1978) INC.
and/or its employees and/or its legal representatives are
making no representation nor giving no warranty, even the
usual implicit commercial warranty of good value and/or
suitability to the Licensee in respect to the System;
7.06 Limit of liability
The parties hereby covenant and agree that MARC DUFRESNE
(1978) INC. cannot be held responsible for any damage
sustained by the Licensee or any third party in relation with
the operation of the System. Furthermore the Licensee
undertakes to promptly indemnize MARC DUFRESNE (1978) INC. for
any claim against MARC DUFRESNE (1978) INC. in relation with
the license granted by the present Agreement or the operation
of the System;
8.0 GENERAL PROVISIONS
8.01 Schedules
All the Schedules to the present Agreement initialed by
the parties for identification are one integral part of the
present Agreement;
8.02 Arbitration
Any claim arising from the present Agreement which is
challenged, any controversy or dispute regarding the execution
of the present Agreement, including its annulment, as well as
any dispute with regard to the interpretation or application
of the present Agreement must be submitted to arbitration to
the exclusion of the courts, the whole in accordance with the
procedure hereinafter established.
Any party to the present Agreement wishing to submit a claim,
conflict, dispute or disagreement to arbitration must forward
to the other party a written notice (hereinafter referred to
as Notice to Arbitrate), containing the following items :
a) a reasonably detailed description of the claim,
conflict, dispute or disagreement to be submitted to
arbitration;
b) the name, address and profession of the person proposed to
act as either a sole arbitrator or on a board of
three (3) arbitrators; the other party must, within a
delay of ten (10) days as of the receipt of the Notice to
Arbitrate, forward to the plaintiff party a notice
confirming the choice of the proposed arbitrator or the
name, address and profession of the person proposed as
the second arbitrator. In the event of the default by the
other party to contest in writing the choice of the
proposed arbitrator within the prescribed delay, such other
party shall be deemed to have accepted the proposed
arbitrator who shall act alone;
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If a second arbitrator has been nominated in accordance with
the proceeding provisions, the two (2) arbitrators so
nominated must, within ten (10) days of the nomination of the
second arbitrator, proceed with the nomination of the third
arbitrator. In the event of the default by the two (2) first
arbitrators to choose the third arbitrator within the
prescribed delay, or should the two (2) first arbitrators fail
to concur on the choice of the third arbitrator within the
prescribed delay, the appointment of the third arbitrator
shall be referred to and made by a court of competent
jurisdiction upon the motion of the more diligent party;
The date of hearing of the parties in dispute must be held
twenty (20) days following the receipt of the Notice to
Arbitrate (if the appointment of a second arbitrator has not
been made in accordance with the preceding provisions), or
within ten (10) days of the appointment of the third
arbitrator, as the case may be. The award of the arbitrator or
board of arbitrators must be rendered in writing and served to
the parties within fifteen (15) days following the hearing of
the parties. Any such award which is rendered shall be final
and without appeal, and shall become executory as a judgment
against the parties upon homologation;
The parties to these presents agree that the provisions
presently in effect in the Code of Civil Procedure of Quebec,
shall receive suppletive application to any arbitration
proceeding undertaken of held by virtue of the present
division. In the event of a contradiction within the
provisions of the present division and the provision of the
aforementioned sections of the Code of Civil Procedure of
Quebec, the provisions of the present division shall have
precedence;
8.03 Notice
Any notice required under the present Agreement shall be in
writing and shall be delivered by a communication mode
permitting to the sending party to prove its delivery to the
addressee at the address hereby mentioned at the beginning of
this Agreement. Any party hereto may change its address for
service by written notice given as aforesaid;
8.04 Amendment
No amendment of this Agreement shall be binding unless
expressly provided in an instrument duly executes by parties
hereto;
8.05 Non-Renunciation
The silence on the part of one party or its negligence or
tardiness in exercising a right or recourse which has been
granted or made available to it by virtue on the present
Agreement shall never be interpreted or held against such
party as a renunciation to any right or recourse;
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9.0 TERMINATION AND EXPIRY
9.01 MARC DUFRESNE (1978) INC. shall have right to terminate this
Agreement :
a) if the Licensee fails to pay in due time an amount due under
Section 2.0 of the present Agreement and fails to remedy
such default within five (5) days of the sending of a
written notice by MARC DUFRESNE (1978) INC. to the Licensee
asking to do so;
b) for breach or default of any of its provisions by the
Licensee if the Licensee fails to remedy such breach or
default within thirty (30) days after MARC DUFRESNE (1978)
INC. has given the Licensee a written notice specifying the
nature of such breach or default, and;
c) if proceedings for the voluntary winding up or liquidation
of the Licensee are commenced or if bankruptcy, insolvency
or other similar proceedings for such purposes brought by
another are commenced against the Licensee (unless such
proceedings are part of a scheme for reconstruction in such
manner that the company resulting, if a different legal
entity, shall effectively agree to be bound by or assume the
obligations of this Agreement) or if a trustee, manager or
receiver be appointed to the whole or part of the assets of
the Licensee;
9.02 Obligations
Notwithstanding the termination and expiry of the present
Agreement, the Licensee should continue to be bound by the
dispositions of Section 6.08 of the present Agreement;
10.0 TERM
This Agreement will be effective as of the date of execution by the
parties and shall continue in full force and effect for a period of
fifteen (15) years thereafter, and renewable at the sole option of the
Licensee, by written notice given to MARC DUFRESNE (1978) INC., at the
latest one (1) month before the expiration date of the first fifteen
(15) years term, for another period of fifteen (15) years under the
same terms and conditions then those the present Agreement;
11.0 SUCESSORS IN INTEREST
This Agreement and the provisions hereof shall ensure to the benefit of
and be binding upon the parties and their respective successors and
assigns;
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12.0 LANGUAGE
The parties have required that this Agreement and all contracts,
documents or notices relating thereto be in the English language; les
parties ont exige que cette convention et tout contrat, document ou
avis afferents soient en langue anglaise.
IN WITHNESS WHEREOF, the parties have executed this Agreement on the dates and
at the places hereinafter mentioned.
MARC DUFRESNE (1978) INC.
--------------------------------------
BY : SIMON DUFRESNE, president
BIOMASSE INTERNATIONAL INC.
--------------------------------------
BY : BENOIT DUFRESNE, president
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SCHEDULE A
The schedule A includes the Cahier de Charge of the System. The <<Cahier
de charge>> is the system's development planification document.
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SCHEDULE B
Methods of payment of continuous royalties
The royalties of an amount of :
1 % for the first year
2 % for the second year
3 % for the third year
4 % for the fourth year
5 % for the fifth year and after, if applicable
of the sale price (before any deduction or discount) if any and sales made by
the Licensee should be payable to MARC DUFRESNE (1978) INC. by the Licensee for
each quarterly period of a calendar year of the Licensee within forty-five (45)
days of the end of such quarterly period together with a certificate of the
president or the vice-president finance of the Licensee certifying as to
accuracy and method of calculating the amount of such payment, which is based on
the invoicing of the Licensee.
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SCHEDULE C
Financial report
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PROTOCOL OF AGREEMENT
BETWEEN: MARC DUFRESNE (1978) INC., corporation legally constituted
with the head office located in 5345 St. Joseph at
Trois-Rivieres ouest. Province of Quebec (G9A 5M4),
represented by Simon DUFRESNE and Benoit DUFRESNE,
respectively President and Secretary, duly authorized to act
for present purposes, such as they state.
(hereafter called MDI)
AND: BIOMASSE INTERNATIONAL INC. corporation legally constituted
and located at 721 SE 17 Street, Ft Lauderdale, FL 33316 and
represented by Abdel Jabbar ABOUELOUFA, vice president -
strategic affairs, duly authorized to act for present
purposes, such as he states.
(hereafter called BIOMASSE)
----------------------------------------------
WHEREAS parties have terminated the convention of license and this, by virtue of
protocol of agreement signed 26 February 1999.
WHEREAS MDI has been committed to transfer the intellectual property of the
system of sludge recovery used of pulp and paper to BIOMASSE;
CONSEQUENTLY, THE PARTIES AGREE TO THE FOLLOWING:
1. Presently, MDI transferring to BIOMASSE all intellectual property
rights connected to the system of biomasse, the whole such that
described in the cost notebook joined in annex in the previous signed
license convention between the parties the 26 of April 1999,
2. MDI and their administrators hold responsibility on the reliability of
the technical and scientific data stated in the said cost notebook.
Thus, all expenses that will be committed by BIOMASSE to put to day
this data or to modify them so as to render the system exploitable will
be to the cost of MDI that are committed to benefit them on simple
presentation of invoices, if need be,
3. The parties presently commit themselves to signing any other documents
or conventions necessary to exhibit the rights of BIOMASSE and to do
this, on simple demands of the latter,
<PAGE>
IN FAITH, THE PARTIES HAVE SIGNED THE PRESENT AGGREEMENT AT TROIS-RIVIERES OUEST
THE 29TH OF NOVEMBER 1999.
MARC DUFRESNE (1978) INC.
------------------------------
By: SIMON DUFRESNE, president
------------------------------
By: BENOIT DUFRESNE, secretary
BIOMASSE INTERNATIONAL, INC.
------------------------------
BY: ABDEL JABBAR ABOUELOUFA
Vice-president - strategic affairs
<PAGE>
PROTOCOL OF AGREEMENT
BETWEEN: MARC DUFRESNE (1978) INC., corporation legally constituted
with the head office located in 5345 St. Joseph at
Trois-Rivieres ouest. Province of Quebec (G9A 5M4),
represented by Simon DDFRESNE and Benoit DUFRESNE,
respectively President and Secretary, duly authorized to act
for present purposes, such as they state.
(hereafter called MDI)
AND: Abdel Jabbar ABOUELOUFA and Jean GAGNON for and to the name
of a corporation to be constituted by the Laws of Florida
under the social denomination of Biomasse International,
Inc:
(hereafter called BIOMASSE)
----------------------------------------------
THE PARTIES STATE THE FOLLOWING:
1. MDI desires to be implied in the corporation BIOMASSE as a shareholder.
2. MDI presently declares, in good financial situation and gives their
consent to have good faith relative to the future relations between
them and BIOMASSE.
3. BIOMASSE gives their consent to have business affairs with MDI with the
following conditions.
THE PARTIES AGREE ON THE FOLLOWING:
4. MDI agrees to act in good faith in the project of BIOMASSE and to
subscribe to ordinary shares of category B of BIOMASSE represented
between 50% and 51% of the controlling block
If the case occurs where MDI feels financial difficulties that could
harm the projects of BIOMASSE, to the supply, to the research and
development, to the subcontractor, to the technical endorsement, etc,
then MDI and its administrators are committed to inform BIOMASSE in
writing. This last, on reception of the notice of MDI will be able, to
its whole discretion, to proceed to the repurchase of shares of MDI
with counterparts of a sum of 0.001 $ U.S. per share;
<PAGE>
5. MDI will grant to BIOMASSE a marketing license of its recovery system
of used sludge of pulp and paper. This license will be granted in
counterpart of actions of the BIOMASSE and royalties. The payment of
shares will represent 2 to 3 times the sums invested by MDI in the
project;
6. If the case occurs where MDI transmits the notice anticipated from
paragraph 4 above, then the convention of license that will be signed
between parts will become null and non applicable. However, shares
emitted in payment of the license will be preserved by MDI in payment
of the intellectual property transfer on simple demands of BIOMASSE.
7. Presently, the parties declare to act in good faith and in the best
interest of each other;
8. Presently, the parties commit themselves to sign all useful or
necessary documents as to give effect to commitments contained to the
present protocol of agreement
9. The silence of one party, their negligence or their delay to exert a
right or a recourse that it consented by virtue the present protocol,
is never to be interpreted against the such party as a renunciation to
its rights and recourse, so and as long as the prescription -
conventional or legal - predicted for the exercise of a such right or
recourse is not expired;
10. This contract links parties to the present, as well as their
successors, heirs, administrator, having cause and other respective
legal representatives, and is concluded for their benefit.
IN FAITH, THE PARTIES HAVE SIGNED AT TROIS-RIVIERES OUEST, THE 26TH OF FEBRUARY
1999.
MARC DUFRESNE (1978) Inc.
-------------------------------
Par: Simon Dufresne, President
-------------------------------
Abdel Jabbar Aboueloufa
Et Jean Gagnon, pour et au nom
D'une corporation a etre
Constituee en vertu des Lois
de la Floride sous la
denomination de
BIOMASSE INTERNATIONAL INC.
<PAGE>
INTERVENTION
The present protocol of agreement is intervened Mr. Simon DUFRESNE and Benoit
DUFRESNE as administrator of the company MARC DUFRESNE (1978) Inc. These last
declare to have taken knowledge on the protocol of agreement, declare they are
satisfied and are committed to respect all and each dispositions that there
mentioned.
-------------------------------
Simon Dufresne
-------------------------------
Benoit Dufresne
