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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
June 11, 1997
HYDRON TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Commission File Number 0-6333
New York 13-1574215
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1001 Yamato Road, Boca Raton, Florida 33431
(Address of Principal Executive Offices)
(561) 994-6191
(Registrant's Telephone number, including area code)
<PAGE>
Item 5. Other Events
Agreement With QVC
On June 11, 1997, Hydron Technologies, Inc. ("HyTech") entered into the
Second Amendment to License Agreement (the "Amended Agreement") with QVC, Inc.
("QVC").
Under the Amended Agreement, QVC has agreed to conduct three (3)
sampling test programs within 90 days of the execution and delivery of the
Amended Agreement. QVC's right to receive royalty payments from HyTech on
upscale retail sales is conditioned upon QVC making purchases of $12.5 million
of Hydron brand consumer products subsequent to May 31, 1997. QVC has scheduled
a monthly program featuring Hydron products, and has agreed to provide HyTech
90 days notice if it cancels that program.
The term of the Amended Agreement was extended for one year,
commencing as of June 1, 1997, and the Amended Agreement now permits QVC to
maintain its exclusive rights if QVC purchases certain escalating minimum
quantities of product over a two-year term ending May 31, 1999, $12.5 million
for the annual period ending May 31, 1998 and $30.0 million for the two (2)
year period ending May 31, 1999. QVC has no obligation to purchase Hydron brand
consumer products under the Amended Agreement. The Amended Agreement renews
automatically for additional two-year terms as long as the annual minimum
purchase levels are met. No assurances can be given that QVC will meet such
escalating minimum purchase levels in order to maintain its exclusive rights.
Dividend Declaration and Stock Repurchase Authorization
On June 12, 1997 the Board of Directors of HyTech, in addition to
declaring its regularly scheduled quarterly cash dividend of $.025 (two and
one-half cents) per share for shareholders of record on June 26, 1997 and
payable on July 3, 1997, authorized the repurchase of up to 1,000,000 shares of
common stock of HyTech from time to time in the open market through March 31,
1998. As of June 16, 1997, HyTech had 24,776,816 shares of common stock issued
and outstanding, and the closing price, as reported by The Nasdaq Stock Market
(National Market System), was $1-25/32.
Item 7. Financial Statements and Exhibits
The following exhibit is filed herewith:
10.50 Second Amendment to License Agreement dated June 11, 1997, between Hydron
Technologies, Inc. and QVC, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused and authorized this report to be signed on
its behalf by the undersigned.
Dated: June 17, 1997
Hydron Technologies, Inc.
By: /s/ Harvey Tauman
----------------------
Harvey Tauman, President
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Exhibit 10.50
<PAGE>
SECOND AMENDMENT TO LICENSING AGREEMENT
THIS SECOND AMENDMENT ("Amendment") to Licensing Agreement is dated
this 11th day of June, 1997 by and between QVC, Inc. ("QVC") and Hydron
Technologies, Inc. ("HTI").
BACKGROUND
A. On or about December 6, 1993, QVC and HTI entered into a Licensing Agreement
dated as of December 6, 1993 (the "License Agreement") and certain other
agreements and documents executed pursuant thereto (collectively the "Other
1993 Documents").
B. By a certain First Amendment dated as of May 31, 1996 (the "First
Amendment") QVC and HTI modified, in certain respects, their respective rights
and duties under the License Agreement. Hereinafter, the License Agreement, as
modified by the First Amendment, shall be referred to as the "Agreement".
Unless otherwise defined herein, all capitalized terms used in this Second
Amendment shall have the meanings ascribed to them in the Agreement.
C. Concurrently with the execution of the First Amendment, QVC and HTI executed
certain other agreements and documents, a list of which is attached hereto as
Exhibit "A" and incorporated herein by reference, which documents modified, in
certain respects, and supplemented, the Other 1993 Documents (collectively,
together with the Other 1993 Documents, the "First Amendment Documents").
D. Subsequent to the execution and delivery of the First Amendment and Other
First Amendment Documents, QVC has indicated to HTI that it would not make the
minimum purchases required to renew the term of the Agreement, and has
requested HTI to waive such minimum purchase requirement and extend the term of
the Agreement.
E. Subsequent to the execution of the First Amendment and the Other First
Amendment Documents, HTI established a customer service telephone toll free
number (together with all similar numbers established by HTI or its affiliates,
if any, collectively, the "Toll Free Number") which HTI has promoted on the
Programs.
F. QVC has a policy of refraining from the sale or lease of the names,
addresses and identities of its customers and of prohibiting any third parties
outside the control of QVC from using the names, addresses or identities of
such customers for any reason whatsoever, including without limitation, the
solicitation of sales (the "Policy").
<PAGE>
G. QVC actively publicizes the Policy to its customers.
H. QVC and HTI have agreed to further modify the Amendment in certain
respects.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, QVC and HTI agree as follows:
1. Amendments. The Agreement is hereby amended as follows:
(a) Paragraph I (a) is hereby amended and restated in its
entirety as follows:
1 (a) HTI grants to QVC, and QVC accepts, the following
license, rights and privileges (the "License"): (i) the exclusive rights (both
for itself and through any Affiliate, provided that QVC remains obligated
under, and each affiliate agrees in writing to be bound by the terms of this
Agreement) in the Territory (as hereinafter defined) to Promote or cause others
to Promote the Consumer Products via all means and media (except Prestige
Retail Channels of Distribution (as hereinafter defined) and Catalogs (as
hereinafter defined) and (ii) the exclusive right, in the Territory, to use,
publish, reproduce and broadcast the Copyrights and the Trademarks via such
means and media in conjunction with such activities. For purposes of this
Agreement, "Consumer Products" shall mean all now existing or hereafter
developed products utilizing Hydron polymer technology which are or will be
available to consumers, not including prescription drugs, nonprescription
drugs, medical devices, and products specifically targeted to with benefits
geared solely for the health care field (e.g., hand lotion to prevent
irritation or allergic reaction with the use of latex gloves), ocular products,
drug delivery systems, and the products and fields set forth in the annexed
Exhibit "A". Nothing herein shall be construed to prohibit the development,
production, marketing, distribution and/or sale of products containing Hydron
polymers by HTI to: (A) the health care field (i.e., hospitals, other
institutional customers, and individual health care providers such as doctors,
dentists and nurses) and (B) shareholders (whether of record or beneficial) of
HTI, for personal use and resale, provided that the same are not resold by
means of Direct Response Television. Hereinafter, the Consumer Products shall
sometimes be referred to as the "Products" or "Merchandise". The "Territory"
shall mean North America, South America and Central America. "Prestige", Retail
Channels of Distribution" shall mean traditional department (e.g., J.C. Penney)
and specialty stores, specialty boutiques, and beauty salons, but shall exclude
all other channels of distribution, including without limitation, discount
stores, drug stores, warehouse stores, superstores, and retail outlet stores.
"Catalog" shall mean printed promotional materials offering Consumer Products
for sale to consumers (other than direct response print advertisements for
Consumer Products in third party publications), including supplements,
amendments and additions thereto, consisting of one or
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more pages, in tangible or electronic form, including Internet sites, which
contains a listing or schedule of one or more products with descriptions
thereof, who may purchase Consumer Products listed in a Catalog by mail,
telephone, facsimile, e-mail and the aforementioned Internet sites; Catalog
Sales include sales generated from product sampling in stadium or arena signage
and advertising and radio advertising for any such Catalogs, sports "half-time
reports," and the promotion through the aforementioned Internet sites of
Hydron's catalogs. Nothing in this provision shall be construed to prevent HTI
from advertising the availability of its catalog through printed
advertisements. QVC and HTI acknowledge and agree that Consumer Products
integrating Hydron Polymer technology shall only be Promoted under the "Hydron"
trademark.
(b) Paragraph 3(a) is amended and restated in its entirety as
follows:
3. (a) (i) The initial term of this Agreement shall commence upon
September 1, 1993 and end on May 31, 1997. The first renewal term of this
Agreement shall commence upon June 1, 1997 and end upon May 31, 1999 (the
"First Renewal Term"). Upon the expiration of the First Renewal Term, this
Agreement shall automatically continually renew for additional two (2) year
terms (each, a "Renewal Term") unless: (i) during the applicable Renewal Term,
Net Purchases (as defined below) were less than the applicable Minimum Amount
(as defined below); (ii) HTI provides QVC with written notice, during the
thirty (30) day period following the last day of any Renewal Term, of HTI's
intent to terminate the Agreement unless QVC cures such deficiency; and (iii)
QVC fails to cure such deficiency by the thirtieth (30th) day following the
receipt of such notice by QVC. The "Minimum Amount" shall mean Thirty Million
Dollars ($30,000,000) with respect to the First Renewal Term, and, with respect
to each Renewal Term thereafter, one hundred twenty (120%) percent of the
Minimum Amount applicable to the immediately preceding two (2) year term. "Net
Purchases" shall mean the aggregate of all Purchase Orders for Products issued
by QVC or any of its affiliates (except Purchase Orders issued by the joint
venture formed by QDirect Ventures, Inc. and Hydron Direct, Inc. as of May 31,
1996 ("Hydromercial Partners") for the purpose of promoting the Consumer
Products by means of a certain infomercial, as the same may be modified from
time to time) to HTI during the applicable period, exclusive of credits,
returns, allowances, taxes, freight, shipping and handling charges, provided
that such Purchase Orders are paid in accordance with their terms.
(ii) Notwithstanding the foregoing, in the event
that Net Purchases during the period from June 1, 1997 until May 31, 1998 do
not equal or exceed Twelve Million Five Hundred Thousand Dollars ($12,500,000),
this Agreement shall terminate, provided that (i) HTI provides QVC with written
notice, no later than July 1, 1998, HTI's intent to terminate the Agreement
unless QVC cures such deficiency by
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August 1, 1998; and (ii) QVC does not issue additional Purchase Orders by the
thirtieth (30th) day following the receipt of such notice by QVC (the "Deadline
Date") such that Net Purchases for the period from June 1, 1997 through the
Deadline Date equal or exceed Twelve Million Five Hundred Thousand Dollars
($12,500,000). Any Purchase Order(s) issued for the purpose of curing any
deficiency in the applicable Minimum Amount shall be included in calculating
Net Purchases solely for the period in which such deficiency occurred.
(iii) Notwithstanding the foregoing, in the event that Net Purchases
during the first one year period of any Renewal Term of this Agreement (each,
an "Interim Period") do not equal or exceed forty-two (42%) percent of the
applicable Minimum Amount (the "Minimum Interim Amount"), this Agreement shall
terminate, provided that (i) HTI provides QVC with written notice, no later
than thirty (30) days following the last day of the Interim Period, of HTI's
intent to terminate the Agreement unless QVC cures such deficiency; and (ii)
QVC does not cure such deficiency by the thirtieth (30th) day following the
receipt of such notice by QVC. Any Purchase Order(s) issued for the purpose of
curing any deficiency in the applicable Minimum Amount shall be included in
calculating Net Purchases solely for the period in which such deficiency
occurred.
(c) Paragraph 5(c) of the Agreement is hereby supplemented by
the following language to be inserted at the end of paragraph 5(c):
Notwithstanding the foregoing, no royalties shall
accrue on any Net Sales achieved through Prestige Retail Channels of
Distribution during the period commencing on the effective date of this Second
Amendment and ending on the date Net Purchases made after May 31, 1997 reach
Twelve Million Five Hundred Thousand Dollars ($12,500,000).
2. The Agreement is hereby supplemented by the addition of the
following new paragraphs:
27. (a) For purposes of this Agreement, "QVC Confidential
Information" means all names, addresses and identities of any individuals that
have purchased products from QVC at any time during the term of this Agreement
except (i) any such individuals who contacted HTI prior to June 1, 1997-, (ii)
individuals included in any customer list purchased by HTI from any third
party; (iii) any customers of QVC who independently contacted HTI in response
to any promotion of any Catalog authorized by this Agreement; and (iv) any
customer of QVC who
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purchased products, including without limitation, Consumer Products, from HTI
prior to purchasing any Consumer Products from QVC.
(b) HTI shall not use or disclose any QVC
Confidential Information to any person or entity whatsoever at any time during
the term of this Agreement or thereafter. HTI shall use not less than the same
degree of care to avoid disclosure of such QVC Confidential Information as HTI
uses for HTI Confidential Information. HTI shall use reasonable efforts to
ensure that QVC Confidential Information and all materials relating to QVC at
the premises of HTI or in the control of HTI shall be stored at locations and
under such conditions as to prevent the use and unauthorized disclosure or
duplication of such information and materials.
(c) The restrictions on disclosure of QVC
Confidential Information shall not apply to any QVC Confidential Information
which: (i) is independently developed by HTI or its affiliated companies or
lawfully received free of restriction from another source having the right to
so furnish such information including any customer lists obtained by HTI other
than as a result of its relationship with QVC pursuant to this Agreement; (ii)
becomes generally available to the public without breach of this paragraph 27
by HTI or its affiliated companies; (iii) at the time of disclosure to HTI was
known to such party or its affiliated companies free of restriction; or (iv)
HTI is required to disclose pursuant to subpoena or other governmental
mandatory process provided that before making such disclosure HTI shall give
QVC adequate opportunity to interpose an objection or take action to assure
confidential handling of such QVC Confidential Information.
(d) All QVC Confidential Information disclosed to or
compiled by HTI, whether in tangible or intangible form, shall be and remain
property of QVC. All such QVC Confidential Information in tangible form shall
be returned to QVC promptly upon written request and shall not thereafter be
retained in any form by HTI. The rights and obligations of the parties under
this Confidentiality Agreement shall survive any such return of Confidential
Information.
(e) HTI agrees to: (i) maintain accurate books and
records with respect to: (A) all telephone calls to and from the telephone
lines used in connection with the Toll Free Number and (B) the names and
addresses of all individuals to whom HTI has sold any products, including
without limitation Consumer Products at its address set forth in the first
paragraph of this Second Amendment; (ii) inquire of each caller to the Toll
Free Number the source (if any) from which such caller became aware of the
Consumer Products; and (iii) maintain accurate written records of each caller's
response to such inquiry.
(f) HTI agrees to refrain from the use and
disclosure of any Confidential Information during the term of this Agreement
and thereafter for any purpose
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whatsoever. Upon the expiration or termination of this Agreement, an
independent third party shall conduct a comparison of all names, addresses and
other data compiled by HTI concerning its customer base and the customer names
contained in the database of QVC (a "Reconciliation"). In the event that such
Reconciliation reveals names and/or addresses common to QVC and HTI, then in
such event, such names shall be purged from the database of HTI, provided that,
(i) such customers contacted HTI after March 1, 1997, (ii) such customers
purchased Consumer Products from QVC prior to purchasing products, including
Consumer Products from HTI; (iii) such customers were not included in any
customer list purchased by HTI from any third party unless such customers are
identified in subparagraph (ii) above; or (iv) such customers independently
contacted HTI in response to any promotion of any Catalog authorized by this
Agreement unless such customers are identified in subparagraph (ii) above.
(g) Notwithstanding anything to the contrary
contained in this Agreement, subsequent to the expiration or termination of
this Agreement, HTI is free to sell to any and all of such purged customers
only if such purged customers independently contact HTI, whether as the result
of HTI's advertising, marketing or otherwise following the expiration or
termination of this Agreement.
(h) HTI represents that as of March 1, 1997, it has
compiled not more than 50,000 names in its customer database, that such names
are the result of its promotional efforts described in paragraph 27(i) below,
and that not more than 10,500 names in its database are customers of QVC. HTI
further represents that as of the date hereof, HTI has sold products to not
more than 8,000 individuals. HTI further represents that it has no information
in its possession regarding the names, addresses and identities of QVC's
customers as of the date hereof, except (A) any names it may have in its
possession as a result of unsolicited calls to HTI from QVC's customers and (B)
approximately 280 names delivered to HTI by QVC for the purpose of implementing
a continuity promotion conducted by Hydromercial Partners. Hydron further
represents that the names, addresses and identities of its customers are
contained in, and will continue to be compiled and maintained in its database
located at its headquarters. HTI further represents that it has not maintained
records that would allow HTI to determine the whether any of the customers in
its database were or are QVC customers. QVC acknowledges that the absence of
such information shall not constitute a breach of this Agreement.
(i) HTI represent that its promotional efforts with
respect to Consumer Products have been limited to: (a) advertisements and
sampling programs which took place in stadiums and sports arenas, (b)
advertisements placed in national magazines, Exito (Spanish language newspaper
published in Miami, Florida), USA Today (national newspaper) and on the
Internet for its Catalog, (c) the mailing of its Catalog to (i) its
shareholders, (ii) individuals whose names it obtained from American Express,
(iii) season ticket holders for the Miami Dolphins and
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Miami Heat; (iv) individuals who responded to advertisements referenced in
(i)(a) and (b) above and (v) radio advertising on WIOD (Hollywood, Florida) and
(d) the promotional efforts described in Exhibit "B" attached hereto and
incorporated herein by reference. HTI has disclosed to QVC and QVC acknowledges
that HTI has sent not more than 10,500 Catalogs to QVC customers, which
customers contacted HTI as a result of the mention of the Toll Free Number on
the Programs prior to the date of this Agreement, or otherwise.
0) QVC shall not have any liability or
responsibility for errors or omissions in, or any business decisions made by
HTI in reliance on, any QVC Confidential Information.
(k) HTI acknowledges that the QVC Confidential
Information is valuable and unique and that any breach by HTI of its
obligations under this paragraph 27 would result in irreparable harm to QVC and
that monetary damages would be insufficient to compensate QVC for such breach.
In the event of any breach of this paragraph 27 by HTI, QVC will be entitled to
immediate injunctive relief by any court of competent jurisdiction in addition
to any other relief to which QVC may be entitled. HTI further acknowledges that
any breach of this paragraph 27 with respect to the Confidential Information
would diminish the credibility of the Policy and damage the reputation of QVC.
Notwithstanding the foregoing, if QVC learns of any isolated incident which
appears to constitute an intentional breach of this paragraph 27 and provided
that such incident involves less than ten (10) customer names during any six
(6) month period, QVC agrees to provide HTI with notice of such incident and
the opportunity to provide QVC with evidence that Such incident does not
constitute a breach of this Agreement, no later than ten (10) business days
following the receipt of such notice by HTI, prior to the enforcement of its
rights pursuant to this Agreement.
(l) For purposes of allowing QVC to verify HTI's
compliance with this paragraph 27, HTI grants to QVC the right to audit the
records of HTI maintained pursuant to paragraph 27, once annually during the
term of this Agreement and the two (2) year period thereafter, during the hours
of 9:00 a.m. until 5:00 p.m., local time, at QVC's expense provided that QVC
has notified HTI of its intention to conduct such an audit at least thirty (30)
days in advance. HTI agrees that within the thirty (30) days following the
execution of this Amendment, a designee of QVC may review HTI's database to
verify the representations and warranties made by HTI pursuant to this
Amendment, and that in the event that any such representations are found to be
materially untrue, QVC shall have the right, but not the obligation, to nullify
this Amendment, at its sole option. With respect to HTI's representation
regarding the number of customers in its database, the number of individuals to
whom it has sold Consumer Products, the number of names in its database who may
be customers of QVC, and the number of names in its database who may be
customers of QVC who received Catalogs, any representation that is
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demonstrated to exceed the number of names represented by more than ten percent
(10%) of such number as of the date such representation was made, shall be
considered materially untrue.
28. QVC agrees that it shall:
(a) devote four (4) hours per calendar month to the
Promotion of
Consumer Products, which hours shall include one regularly-scheduled Program
per calendar month of two (2) hours in duration (the "Scheduled Hours"), on the
tenth (10th) of each month from 6:00 p.m. to 8:00 p.m. eastern time, or during
equal or better time, provided, however, that QVC shall have the right to
terminate its obligations under this paragraph 28(a) upon ninety (90) days
written notice to HTI;
(b) conduct three (3) sample test programs for
Consumer Products to be selected by HTI and QVC, which programs shall consist
of (i) the purchase by QVC of samples of Consumer Products at a price equal to
the sum of (A) one hundred and ten percent (110%) of HTI's direct cost of such
Products ("Direct Cost") and (B) five percent (5%) of Direct Cost; (ii) the
shipping of such samples to individuals designated by QVC; and (iii) the
monitoring of sales of Consumer Products by QVC arising as a result of the
foregoing. QVC shall make reasonable efforts to conduct the above-described
sample programs within the three (3) month period following the execution of
this Amendment.
29. HTI agrees that it shall:
(a) Refrain from promoting any Toll Free Number, any
Catalog and any Internet site on the Programs.
(b) Commencing as of June 1, 1997, HTI agrees to
refrain from soliciting QVC customers for sales, even if QVC customers call any
Toll Free Number and will to refrain from adding such customers to HTI's
database unless such customers request a catalog from HTI. Notwithstanding
anything to the contrary set forth in this Agreement, HTI, however, shall not
be prohibited from selling any products through Prestige Channels of
Distribution and Catalogs, to QVC customers who are in possession of an HTI
catalog or who independently contact HTI for the purpose of purchasing Consumer
Products or from promoting its Catalog as authorized by this Agreement.
30. Notwithstanding anything to the contrary contained
in this Agreement, QVC acknowledges that there are none, and shall be no
restrictions imposed by QVC on HTI, Harvey Tauman, or Charles Fox in connection
with the means of promotion of HTI catalogs, so
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long as such promotion does not violate this Agreement including without
limitation, paragraph 6 of this Agreement.
3. Ratification of Existing Agreements. Except as expressly modified
by this Second Amendment, all agreements entered into between QVC and HTI and
or their respective affiliates, as amended through the date hereof, including
without limitation, the Agreement and the Other First Amendment Documents shall
remain in full force and effect, and QVC and HTI each hereby ratify their
respective representations, warranties, covenants, and other obligations
thereunder.
4. Representations and Warranties.
(a) Each of HTI and QVC represent, warrant and covenant,
that: (i) it possesses the full power and exclusive right to enter into this
Agreement; (ii) the execution, delivery and performance of this Amendment does
not violate any agreement to which it is a party or any instrument, judgment,
order or award of any court or arbitrator or any applicable law, rule or
regulation; (iii) all of the representations, warranties and covenants set
forth in the Agreement are true and correct as of the date hereof The
representations, warranties and covenants set forth in this Amendment, as well
as any terms of the Agreement which by their nature imply survivorship, shall
survive the expiration or termination of this Agreement. Each of QVC and HTI
shall provide the other with any and all documents reasonably required or
requested by QVC at any time and from time to time to support the
representations and warranties contained in this Amendment and in the
Agreement.
5. Effectiveness. This Amendment shall become effective upon the
execution of this Amendment by a duly authorized representative of each of QVC
and HTI.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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6. Counterparts. This Amendment may be executed in counterparts, which,
taken together, shall constitute one and the same Amendment.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have
executed this Second Amendment as of the date first above written.
QVC, Inc. Hydron Technologies, Inc.
By: /s/ Neal S. Grabell By: /s/ Harvey Tauman
---------------------- -----------------------
Harvey Tauman
Its: Sr. Vice President President
---------------------
Acknowledged and agreed to:
as to par. 30 only
/s/ Harvey Tauman
- ------------------
Harvey Tauman
Date: 6/11/97
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EXHIBIT "A"
Other 1993 Documents
(See Attached)
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Closing Documents
1. Amendment to Licensing Agreement dated December 6, 1993
by and between QVC and HTI
a) Exhibit "A"
b) "Schedule 1";
2. Letter Agreement dated July 22, 1996 between QVC and HTI;
3. Exercise Notice, Series "A" Warrant dated as of May 31, 1996 executed
by QVC, Inc. (200,000 shares of HTI common stock, par value
$.01/share);
4. Warrant Certificate, Series "A" Warrant dated as of December 6, 1993
executed by HTI in favor of QVC (200,000 shares of HTI common stock,
par value $.01/share);
5. Exercise Notice, Series "B" Warrant dated as of May 31, 1996 executed
by QVC, Inc. (300,000 shares of HTI common stock, par value
$.01/share);
6. Warrant Certificate, Series B Warrant dated as of December 6, 1993
executed by HTI in favor of QVC (300,000 shares of HTI common
stock,'par value $.01/share);
7. Check dated July 19, 1996 drawn on the account of QVC payable to the
order of HTI in the sum of One Million Two Hundred Fifty Thousand
Dollars ($1,250,000.00);
8. Warrant Purchase Agreement dated as of May 31, 1996 by and between QVC
and HTI;
9. Series "C" Warrant dated as of May 31, 1996 executed by HTI in favor
of QVC (250,000 shares, HTI common stock, par value $.01/share);
10. Termination Letter dated as of May 31, 1996, executed by DTR in favor
of QVC;
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HYDRON TECHNOLOGIES, INC.
Scheduled Events: Charity and Community Involvement
<TABLE>
<CAPTION>
===================================================================================================================
Date/Time/ Event Name and Date/Time/ Place Event Name and
Place Coordinators Coordinators
===================================================================================================================
<S> <C> <C> <C>
February 15, Miss Boca Raton March 9, Sunday at Comprehensive AID's
Saturday at Scholarship Pageant 11:30a.m., Boca Center Program 4th Annual Saks
7:00p.m, The Elks Lodge/Boca Marriott, Military Trail, Fifth Avenue Fashion
Olympic Ballet/Miss America Boca Luncheon Event
Heights
Performing Arts Audience: 850 Audience: 300
Theater, Boca
Raton
- -------------------------------------------------------------------------------------------------------------------
February 19, Hall of Champions, March 18, Tuesday at Boca Hoops Youth
Wednesday at Greater Miami FAU Gymnasium, Glades Basketball Program
6:00p.m., Miami Chamber of Rd, Boca
Airport Hilton Commerce, 1997 Audience: 500
& Towers, 1501 Lifetime Contribution
Blue Lagoon to Sports
Dr., Miami
Audience: 500
- -------------------------------------------------------------------------------------------------------------------
February 27, Marlboro Grand Prix April 2, Wednesday at The South Florida Chapter
Thursday, of Miami Charity 6:00p.m., Fontainebleau of the American Society
6:30p.m. Celebration Hilton Hotel, Miami, FL for Technion Israel
Vizcaya, Miami, Institute of Technology
Audience: 500
Audience: 115
- -------------------------------------------------------------------------------------------------------------------
May 3-4, Sat & Sun.
Shell, Sea & Air Show
Ft. Lauderdale, FL
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
