CONTRACT
between
SAN JOSE STATE UNIVERSITY FOUNDATION
and
HC2 HOLOGRAPHIC CREDIT CARD
This document is to serve as a fixed cost type contract between SAN JOSE STATE
UNIVERSITY FOUNDATION (herein after referred to as "Foundation") and HC2
HOLOGRAPHIC CREDIT CARD (hereinafter referred to as "Sponsor").
ARTICLE I. PERIOD OF PERFORMANCE
The period of performance of this Contract shall be September 8, 1993 through
November 8, 1993.
ARTICLE II. STATEMENT OF WORK
Foundation as an Independent Contractor, and not as an agent of the Sponsor,
shall work cooperatively with the Sponsor to build a real time holographic
fingerprint detection system. This work will involve the use of the Matched
Filtering Optical System, which includes a Thermoplastic Holographic Recorder
housed in the Institute for Modern Optics at San Jose State University. It is
understood that the research and instructional needs of San Jose State
University will take priority over the scheduling and use of these facilities
by Sponsor.
ARTICLE III. KEY PERSONNEL
Key personnel for this Project shall be designated as
Sponsor:
Principal Investigator Contractual
----------------------- ------------
Joseph Barbanell Bruce Pastorius
HC2 Holographic Credit Card HC2 Holographic Credit Card
4669 Hillside Drive 4669 Hillside Drive
Castro Valley, CA 94546 Castro Valley, CA 94546
Foundation:
Principal Investigator Contractual
---------------------- -----------
Ramendra Bahuguna Jerri S. Carmo
Physics Contracts & Grants Manager
College of Science SJSU Foundation
San Jose State University P.O. Box 720130
San Jose, CA 95192-0106 San Jose, CA 95172-0130
(408) 924-5245 (408) 924-1440
Page 1
<PAGE>
HC2 HOLOGRAPHIC CREDIT CARD
Page 2
ARTICLE IV. PAYMENT
The Sponsor agrees to pay Foundation an amount not to exceed a maximum amount
of $10,000. It is understood that this contract is a fixed cost typed
contract, and that Sponsor will pay Foundation the total amount of $10,000
whether project suceeds or not. Every effort will be made to sucesfully
complete the project in the period of performance stated.
Sponsor agrees to pay $5,000 when this contract is fully executed, and the
remaining $5,000 by October 31, 1993.
ARTICLE V. RECORDS AND RETENTION AND AUDIT
Sponsor shall have unrestricted access to and the right to examine and audit
directly pertinent books, documents, papers and records of Foundation related
to the Contract. Such books, documents, papers and records shall be retained
by Foundation for a period of three years following the date of the final
payment under this Contract.
ARTICLE VI. HOLD HARMLESS
Sponsor agrees to indemnify, defend and hold harmless Foundation, its officers
agents and employees from any and all claims and losses accruing or resulting
to any and all contractors, subcontractors, suppliers, laborers and any other
person, firm or corporation furnishing or supplying work, services, materials
or supplies in connection with the performance of this Contract, and from any
and all claims and losses accruing or resulting to any person, firm or
corporation who may be injured or damaged by the acts or omissions of the
Sponsor in the performance of this Contract.
ARTICLE VII. RIGHTS IN DATA
"Invention" shall mean any idea, design, concept, technique, discovery or
improvement made by either party during the term of this Contract and in the
performance of the project. Sponsor will retain all rights in data including
copyrights, patents, trademarks and other intellectual property resulting from
the work performed under this contract.
Any publishable work resulting from this collaborative effort will be jointly
published by the principal investigators, showing affilitliation to Sponsor
and Foundation.
Page 2
<PAGE>
HC2 HOLOGRAPHIC CREDIT CARD
Page 3
ARTICLE VIII. TERMINATION
This Contract may be terminated by the Foundation or by the Sponsor at any
time upon the giving of thirty days prior written notice to the other party.
Said notice shall be given to the person executing this Contract. In the event
of termination, the Foundation shall be entitled to payment for acceptable and
allowable work performed under this Contract, and for all non-cancelable
obligations made in connection with such work, through the date of
termination.
ARTICLE IX. ENTIRE AGREEMENT
This Contract and the Attachments hereto contain the entire agreement of the
parties, and no representation, provision, warranty, term, condition, promise,
duty or liability, expressed or implied, shall be binding upon or applied to
either party, except as herein stated. No amendment or modification of any
term, provision or condition of this Contract shall be binding or enforceable
unless in writing and signed by each of the parties.
IN WITNESS WHEREOF, the parties have executed this Contract as of the date
hereof.
SPONSOR FOUNDATION
By: By:
Name: Name: Nancy Bussani
Title: Title: Director, Contracts and Grants
Date: Date:
Page 3
<PAGE>
CONTRACT
between
SAN JOSE STATE UNIVERSITY FOUNDATION
and
HC2 HOLOGRAPHIC CREDIT CARD
This document is to serve as a fixed cost type contract between SAN JOSE STATE
UNIVERSITY FOUNDATION (herein after referred to as "Foundation") and HC2
HOLOGRAPHIC CREDIT CARD (hereinafter referred to as "Sponsor").
ARTICLE I. PERIOD OF PERFORMANCE
The period of performance of this Contract shall be March 15, 1994 through
June 30, 1994.
ARTICLE II. STATEMENT OF WORK
Foundation as an Independent Contractor, and not as an agent of the Sponsor,
shall work cooperatively with the Sponsor to miniaturize the real time
holographic fingerprint detection system built for the Sponsor at San Jose
State University. This work will involve the use of the Matched Filtering
Optical System, which includes a Thermoplastic Holographic Recorder housed in
the Institute for Modern Optics at San Jose State University. It is understood
that the research and instructional needs of San Jose State University will
take priority over the scheduling and use of these facilities by Sponsor. Any
optical component/ equipment needed for the project, but unavailable at San
Jose State University will be provided by the Sponsor.
ARTICLE III. KEY PERSONNEL
Key personnel for this Project shall be designated as
Sponsor:
Principal Investigator Contractual
---------------------- ----------------
Joseph Barbanell Bruce Pastorius
HC 2 Holographic Credit Card HC 2 Holographic Credit Card
4669 Hillside Drive 4669 Hillside Drive
Castro Valley, CA 94546 Castro Valley, CA 94546
Foundation:
Principal Investigator Contractual
---------------------- ---------------
Ramendra Bahuguna Jerri S. Carmo
Physics Contracts & Grants Manager
College of Science SJSU Foundation
San Jose State University P.O. Box 720130
San Jose, CA 95192-0106 San Jose, CA 95172-0130
(408) 924-5245 (408) 924-1440
Page 1
<PAGE>
HC2 HOLOGRAPHIC CREDIT CARD
Page 2
ARTICLE IV. PAYMENT
The Sponsor agrees to pay Foundation an amount not to exceed a maximum amount
of $22,000. It is understood that this contract is a fixed cost typed
contract, and that Sponsor will pay Foundation the total amount of $22,000
whether project succeeds or not. Every effort will be made to successfully
complete the project in the period of performance stated.
Sponsor agrees to pay invoices as they occur on a monthly basis arising from
the Foundation. <previous sentence was manually changed and initialed by Bruce
Pastorius>
ARTICLE V. RECORDS AND RETENTION AND AUDIT
Sponsor shall have unrestricted access to and the right to examine and audit
directly pertinent books, documents, papers and records of Foundation related
to the Contract. Such books, documents, papers and records shall be retained
by Foundation for a period of three years following the date of the final
payment under this Contract.
ARTICLE VI. HOLD HARMLESS
Sponsor agrees to indemnify, defend and hold harmless Foundation, its
officers, agents and employees from any and all claims and losses accruing or
resulting to any and all contractors, subcontractors, suppliers, laborers and
any other person, firm or corporation furnishing or supplying work, services,
materials or supplies in connection with the performance of this Contract, and
from any and all claims and losses accruing or resulting to any person, firm
or corporation who may be injured or damaged by the acts or omissions of the
Sponsor in the performance of this Contract.
ARTICLE VII. RIGHTS IN DATA
"Invention" shall mean any idea, design, concept, technique, discovery or
improvement made by either party during the term of this Contract and in the
performance of the project. Sponsor will retain all rights in data including
copyrights, patents, trademarks and other intellectual property resulting from
the work performed under this contract.
Any publishable work resulting from this collaborative effort will be jointly
published by the principal investigators, showing affiliation between Sponsor
and Foundation. Graduate students at San Jose State University involved with
this project may use results of work as the basis of a master's thesis.
Page 2
<PAGE>
HC2 HOLOGRAPHIC CREDIT CARD
Page 3
ARTICLE VIII. TERMINATION
This Contract may be terminated by the Foundation or by the Sponsor at any
time upon the giving of thirty days prior written notice to the other party.
Said notice shall be given to the person executing this Contract. In the event
of termination, the Foundation shall be entitled to payment for acceptable and
allowable work performed under this Contract, and for all non-cancelable
obligations made in connection with such work, through the date of
termination.
ARTICLE IX. ENTIRE AGREEMENT
This Contract and the Attachments hereto contain the entire agreement of the
parties, and no representation, provision, warranty, term, condition, promise,
duty or liability, expressed or implied, shall be binding upon or applied to
either party, except as herein stated. No amendment or modification of any
term, provision or condition of this Contract shall be binding or enforceable
unless in writing and signed by each of the parties.
IN WITNESS WHEREOF, the parties have executed this Contract as of the date
hereof.
SPONSOR FOUNDATION
By: /s/ Bruce A. Pastorius By: Nancy Bussani
Name: Bruce Pastorius Name: Nancy Bussani
Title: Promoter Title: Director, Contracts and Grants
Date: 3-18-94 Date: 3-3-94
Page 3
<PAGE>
AMENDMENT 1 to
CONTRACT
between
SAN JOSE STATE UNIVERSITY FOUNDATION
and
HC2 HOLOGRAPHIC CREDIT CARD
This document is to serve as an Amendment to the Contract between SAN JOSE
STATE UNIVERSITY FOUNDATION (herein after referred to as "Foundation") and HC2
HOLOGRAPHIC CREDIT CARD.
ARTICLE I. PERIOD OF PERFORMANCE
The period of performance of this Contract shall be March 15, 1994 through
August 31,1994.
ARTICLE IV. PAYMENT
This amendment shall increase said contract by $12,571. Foundation shall be
reimbursed for costs incurred in providing the work required of this Contract
not to exceed a maximum amount of $34,571.
Payments of monthly invoices prepared by Foundation shall be made by HC2
HOLOGRAPHIC CREDIT CARD on a monthly basis and be directed to Ms. Lan Duong,
Contracts and Grants Analyst, San Jose State University Foundation, P. 0. Box
720130, San Jose, CA 95172-0130.
No other amendments to this Subcontract shall be recognized. All previous
articles not modified in this amendment shall remain the same.
IN WITNESS WHEREOF, the parties have executed this Amendment to Subcontract as
of the date hereof.
HC2 HOLOGRAPHIC CREDIT CARD FOUNDATION
By: /s/ Bruce A. Pastorius By: /s/ S. Kent Gibson
Name: Bruce A. Pastorius Name: S.KentGibson
Title: President Title: Executive Director
Date: 7-19-94 Date: 7-14-94
<PAGE>
CONTRACT
between
SAN JOSE STATE UNIVERSITY FOUNDATION
and
HC2 HOLOGRAPHIC CREDIT CARD
This document is to serve as a cost reimbursable contract between SAN JOSE
STATE UNIVERSITY FOUNDATION (herein after referred to as "Foundation") and HC2
HOLOGRAPHIC CREDIT CARD (hereinafter referred to as "Sponsor").
ARTICLE I. PERIOD OF PERFORMANCE
The period of performance of this Contract shall be October 1, 1994 through
January 31,1995.
ARTICLE II. STATEMENT OF WORK
Foundation as an Independent Contractor, and not as an agent of the Sponsor,
shall work cooperatively with the Sponsor to improve the real time holographic
fingerprint detection system built for the Sponsor at San Jose State
University. This work will involve the use of the Matched Filtering Optical
System, which includes a Thermoplastic Holographic Recorder housed in the
Institute for Modern Optics at San Jose State University. It is understood
that the research and instructional needs of San Jose State University will
take priority over the scheduling and use of these facilities by Sponsor. Any
optical component/equipment needed for the project, but unavailable at San
Jose State University will be provided by the Sponsor. Foundation will use its
best efforts to accomplish the statement of work. Every effort will be made to
successfully complete the project in the period of performance stated.
ARTICLE III. KEY PERSONNEL
Key personnel for this Project shall be designated as
Sponsor:
Principal Investigator Contractual
----------------------- ------------
Bruce Pastorius Bruce Pastorius
HC2 Holographic Credit Card HC2 Holographic Credit Card
4669 Hillside Drive 4669 Hillside Drive
Castro Valley, CA 94546 Castro Valley, CA 94546
Foundation:
Principal Investigator Contractual
---------------------- -----------
Ramendra Bahuguna Jerri S. Carmo
Physics Contracts & Grants Manager
College of Science SJSU Foundation
San Jose State University P.O. Box 720130
San Jose, CA 95192-0106 San Jose, CA 95172-0130
(408) 924-5245 (408) 924-1440
Page 1
<PAGE>
HC2 HOLOGRAPHIC CREDIT CARD
Page 2
ARTICLE IV. PAYMENT
The Sponsor agrees to pay Foundation an amount not to exceed a maximum amount
of $28,000. This is a cost-reimburseable contract. Sponsor agrees to pay
monthly installments not to exceed $7,000, based on a invoice prepared by
Foundation. Payments should be directed to Ms. Lan Duong, Contracts and Grants
Analyst, San Jose State University Foundation, P. 0. Box 720130, San Jose, CA
95172-0130.
ARTICLE V. RECORDS AND RETENTION AND AUDIT
Sponsor shall have unrestricted access to and the right to examine and audit
directly pertinent books, documents, papers and records of Foundation related
to the Contract. Such books, documents, papers and records shall be retained
by Foundation for a period of three years following the date of the final
payment under this Contract.
ARTICLE VI. HOLD HARMLESS
Sponsor agrees to indemnify, defend and hold harmless Foundation, its
officers, agents and employees from any and all claims and losses accruing or
resulting to any and all contractors, subcontractors, suppliers, laborers and
any other person, firm or corporation furnishing or supplying work, services,
materials or supplies in connection with the performance of this Contract, and
from any and all claims and losses accruing or resulting to any person, firm
or corporation who may be injured or damaged by the acts or omissions of the
Sponsor in the performance of this Contract.
ARTICLE VII. RIGHTS IN DATA
"Invention" shall mean any idea, design, concept, technique, discovery or
improvement made by either party during the term of this Contract and in the
performance of the project. Sponsor will retain all rights in data including
copyrights, patents, trademarks and other intellectual property resulting from
the work performed under this contract.
Any publishable work resulting from this collaborative effort will be jointly
published by the principal investigators, showing affiliation between Sponsor
and
Page 2
<PAGE>
HC2 HOLOGRAPHIC CREDIT CARD
Page 3
Foundation. Graduate students at San Jose State University involved with this
project may use results of work as the basis of a master's thesis.
ARTICLE VIII. TERMINATION
This Contract may be terminated by the Foundation or by the Sponsor at any
time upon the giving of thirty days prior written notice to the other party.
Said notice shall be given to the person executing this Contract. In the event
of termination, the Foundation shall be entitled to payment for acceptable and
allowable work performed under this Contract, and for all non-cancelable
obligations made in connection with such work, through the date of
termination.
ARTICLE IX. ENTIRE AGREEMENT
This Contract and the Attachments hereto contain the entire agreement of the
parties, and no representation, provision, warranty, term, condition, promise,
duty or liability, expressed or implied, shall be binding upon or applied to
either party, except as herein stated. No amendment or modification of any
term, provision or condition of this Contract shall be binding or enforceable
unless in writing and signed by each of the parties.
IN WITNESS WHEREOF, the parties have executed this Contract as of the date
hereof.
SPONSOR FOUNDATION
By: /s/ Bruce A. Pastorius By: Nancy Bussani
Name: Bruce A. Pastorius Name: Nancy Bussani
Title: President Title: Director, Contracts and Grants
Date: 9-29-94 Date: 9-29-94
Page 3
<PAGE>
AMENDMENT NUMBER 01
CONTRACT
between
SAN JOSE STATE UNIVERSITY FOUNDATION
and
HC2 HOLOGRAPHIC CREDIT CARD
The Contract between San Jose State University Foundation (hereinafter
referred to as "Foundation") and HC2 HOLOGRAPHIC CREDIT CARD (hereinafter
referred to as "Sponsor") entered into 29 September 1994 is hereby amended as
set forth below.
The purpose of this amendment is to extend the expiration date without
additional funding for continued work and to change the sponsor name. The
specific modifications to the Contract follow:
ARTICLE I. PERIOD OF PERFORMANCE. The first sentence is hereby changed to
read:
The period of performance of this Contract shall be October 1, 1994 through
March 31, 1995.
ARTICLE III. KEY PERSONNEL. The Sponsor name is hereby changed to read:
Sponsor:
Principal Investigator Contractual
---------------------- -----------
Bruce Pastorius Bruce Pastorius
Advance Precision Technology Inc. Advance Precision Technology Inc.
4669 Hillside Drive 4669 Hillside Drive
Castro Valley, CA 94546 Castro Valley, CA 94546
The parties agree that all other terms and conditions of the original contract
shall remain the same.
SPONSOR FOUNDATION
By: /s/ Bruce A. Pastorius By: /s/ Nancy Bussani
Name: Bruce A. Pastorius Name: Nancy Bussani
Title: President Title: Director, Contracts & Grants
Date: 3-2-95 Date: 2-27-95
<PAGE>
AMENDMENT NUMBER 02
CONTRACT
between
SAN JOSE STATE UNIVERSITY FOUNDATION
and
ADVANCED PRECISION TECHNOLOGY INC.
The Contract between San Jose State University Foundation (hereinafter
referred to as "Foundation") and ADVANCED PRECISION TECHNOLOGY INC.
(hereinafter referred to as "Sponsor") entered into 01 October 1994 is hereby
amended as set forth below.
The purposes of this amendment are to extend the expiration date and to
increase the original funding amount. The specific modifications to the
Contract follow:
ARTICLE I. PERIOD OF PERFORMANCE. The first sentence is hereby changed to
read:
The period of performance of this Contract shall be October 1, 1994 through
June 30, 1995.
ARTICLE IV. PAYMENT. The Article is hereby changed to read:
The Sponsor agrees to pay Foundation an amount not to exceed a maximum amount
of $42,000. This amendment increases the contract by $14,000. Sponsor agrees
to pay Foundation $7,000 upon execution of this amendment. Until receipt of
this initial installment, this amendment shall not be effective. After this
initial payment, Sponsor agrees to pay monthly installments not to exceed
$7,000 based on an invoice prepared by Foundation. Payments should be directed
to Ms. Lan Duong, Contracts and Grants Analyst, San Jose State University
Foundation, P. 0. Box 720130, San Jose, CA 95172-0130.
The parties agree that all other terms and conditions of the original contract
shall remain the same.
SPONSOR FOUNDATION
By: /s/ Bruce A. Pastorius By: /s/ Nancy Bussani
Name: Bruce A. PAstorius Name: Nancy Bussani
Title: President Title: Director, Contracts and Grants
Date: April 18, 1995 Date: 4-12-95
Page 1
<PAGE>
AMENDMENT NUMBER 03
CONTRACT
between
SAN JOSE STATE UNIVERSITY FOUNDATION
and
ADVANCED PRECISION TECHNOLOGY INC.
The Contract between San Jose State University Foundation (hereinafter
referred to as "Foundation") and ADVANCED PRECISION TECHNOLOGY INC.
(hereinafter referred to as "Sponsor") entered into 01 October 1994 is hereby
amended as set forth below.
The purposes of this amendment are to extend the expiration date and to
increase the original funding amount. The specific modifications to the
Contract follow:
ARTICLE I. PERIOD OF PERFORMANCE. The first sentence is hereby changed to
read:
The period of performance of this Contract shall be October 1, 1994 through
August 31,1995.
ARTICLE IV. PAYMENT: The Article is hereby changed to read:
The Sponsor agrees to pay Foundation an amount not to exceed a maximum amount
of $56,000. This amendment increases the contract by $14,000. Sponsor agrees
to pay Foundation $7,000 upon execution of this amendment. Until receipt of
this initial installment, this amendment shall not be effective. After this
initial payment, Sponsor agrees to pay monthly installments not to exceed
$7,000 based on an invoice prepared by Foundation. Payments should be directed
to Ms. Lan Duong, Contracts and Grants Analyst, San Jose State University
Foundation, P. 0. Box 720130, San Jose, CA 95172-0130.
The parties agree that all other terms and conditions of the original contract
shall remain the same.
SPONSOR FOUNDATION
By:/s/ Bruce A. Pastorius By: Nancy Bussani
Name: Bruce A. Pastorius Name: Nancy Bussani
Title: President Title: Director, Contracts and Grants
Date: 7-7-95 Date: 6-30-95
Page 1
<PAGE>
AMENDMENT NUMBER 04
CONTRACT
between
SAN JOSE STATE UNIVERSITY FOUNDAT10N
and
ADVANCED PRECISION TECHNOLOGY INC.
The Contract between San Jose State University Foundation (hereinafter
referred to as "Foundation") and ADVANCED PRECISION TECHNOLOGY INC.
(hereinafter referred to as "Sponsor") entered into 01 October 1994 is hereby
amended as set forth below.
The purposes of this amendment are to extend the expiration date and to
increase the original funding amount. The specific modifications to the
Contract follow:
ARTICLE I. PERIOD OF PERFORMANCE. The first sentence is hereby changed to
read:
The period of performance of this Contract shall be October 1, 1994 through
October 31,1995.
ARTICLE IV. PAYMENT: The Article is hereby changed to read:
The Sponsor agrees to pay Foundation an amount not to exceed a maximum amount
of $70,000. This amendment increases the contract by $14,000. Sponsor agrees
to pay Foundation $7,000 upon execution of this amendment. Until receipt of
this initial installment, this amendment shall not be effective. After this
initial payment, Sponsor agrees to pay monthly installments not to exceed
$7,000 based on an invoice prepared by Foundation. Payments should be directed
to Ms. Lan Duong, Contracts and Grants Analyst, San Jose State University
Foundation, P. 0. Box 720130, San Jose, CA 95172-0130.
The parties agree that all other terms and conditions of the original contract
shall remain the same.
SPONSOR FOUNDATION
By: /s/ Bruce A. Pastorius By: /s/ Nancy Bussani
Name: Bruce A. Pastorius Name: Nancy Bussani
Title: President Title: Director, Contracts and Grants
Date: 9-7-95 Date: 9-1-95
Page 1
<PAGE>
AMENDMENT NUMBER 05
CONTRACT
between
SAN JOSE STATE UNIVERSITY FOUNDATION
and
ADVANCED PRECISION TECHNOLOGY INC.
The Contract between San Jose State University Foundation (hereinafter
referred to as "Foundation") and ADVANCED PRECISION TECHNOLOGY INC.
(hereinafter referred to as "Sponsor") entered into 01 October 1994 is hereby
amended as set forth below.
The specific modifications to the Contract include the following:
ARTICLE I. PERIOD OF PERFORMANCE. The first sentence is hereby changed to
read:
The period of performance of this Contract shall be October 1, 1994 through
January 31, 1996. The period of performance of this amendment is November 1,
1995 through January 31, 1996.
ARTICLE II. STATEMENT OF WORK: The following text is hereby added to the
original article:
The sponsor understands the following:
(1) A problem that has come up, during the course of our investigation, is
that the Fourier Transform of the fingerprint in the miniaturized version is
not exactly the same as in the large system using the transparency of the same
fingerprint. This could be because of the prism sensor, distortions in the
image, insufficient light, the poor quality of the cube beam-splitter or
misalignment. The SJSU team in collaboration with the sponsor will work
collaboratively to find a solution to the above problem and then roughly align
the filter to obtain some correlation signal.
(2) The large system mounted on the Newport table includes a thermoplastic
camera with a reusable stationary photosensitive thermoplastic film. The
holographic filter can be recorded and electronically developed without ever
moving the film. This ensures that the filter remains aligned with respect to
the object beam (the beam carrying the fingerprint information). In the
miniaturized version (which is under construction), however, the holographic
filter has to be removed from the recording device and then precisely aligned
with respect to the object beam in the approval device, a task extremely
difficult to achieve. This difficulty is well known to the Holographic-
Interferometry community.
The SJSU team in collaboration with the sponsor will work together to
develop a method to precisely align the filter. According to the sponsor, one
of his scientists has filed a patent to precisely align a filter. The SJSU
team would like to
Page 1
<PAGE>
review the patent material and understand the content with the help of the
inventor. The sponsor will bring in experts if needed to do the electronics
which may be needed for the alignment.
(3) A fingerprint viewing system will be put together using the prism sensor
invented recently for the sponsor. The SJSU team in collaboration with the
sponsor will make its best effort to build this system in a month.
ARTICLE IV. PAYMENT The Article is hereby changed to read:
The Sponsor agrees to pay Foundation an amount not to exceed a maximum
amount of $91,000 This amendment increases the conctract by $21,000, from
$70,000 to $91,000. Sponsor agrees to pay Foundation $8,600 upon execution of
this amendment. Upon receipt of this initial installment, this amendment shall
be effective. After this initial payment, Sponsor agrees to pay monthly
installments not to exceed $7,000 based on invoices prepared by Foundation.
Payments should be directed to Ms. Lan Duong, Contracts and Grants Analyst,
San Jose State University Foundation, P. O. Box 720130, San Jose, CA 95172-
0130.
ARTICLE VII. RIGHTS IN DATA: The second paragraph is hereby changed to read:
Any work published by the San Jose State University team, resulting from this
collaborative effort, shall credit the support given by the Sponsor. Graduate
students at San Jose State University involved with this project may use
results of work as the basis of a master's thesis, not withstanding existing
confidentiality agreements. <last phrase of prior sentence is hand inserted
and initialed.>
The parties agree that all other terms and conditions of the original contract
shall remain the same.
SPONSOR FOUNDATION
By: /s/ Bruce A. Pastorius By: Nancy Bussani
Name: Bruce A. Pastorius Name: Nancy Busanni
Title: President Title: Director, Contracts and Grants
Date: 1-4-96 Date: 12-4-95
Page 2
<PAGE>
AMENDMENT NUMBER 06
CONTRACT
between
SAN JOSE STATE UNIVERSITY FOUNDATION
and
ADVANCED PRECISION TECHNOLOGY INC.
The Contract between San Jose State University Foundation (hereinafter
referred to as "Foundation") and ADVANCED PRECISION TECHNOLOGY INC.
(hereinafter referred to as "Sponsor") entered into 01 October 1994 is hereby
amended as set forth below.
The specific modifications to the Contract include the following:
ARTICLE 1. PERIOD OF PERFORMANCE. The first sentence is hereby changed to
read:
The period of performance of this Contract shall be October 1, 1994 through
December 31, 1995. The period of performance of this amendment is February 1,
1996 through March 31, 1996.
ARTICLE II. STATEMENT OF WORK: The following text is hereby added to the
original article:
The sponsor understands the following:
(1) A problem that has come up, during the course of our investigation, is
that the Fourier Transform of the fingerprint in the miniaturized version is
not exactly the same as in the large system using the transparency of the same
fingerprint. This could be because of the prism sensor, distortions in the
image, insufficient light, the poor quality of the cube beam-splitter or
misalignment. The SJSU team in collaboration with the sponsor will work
collaboratively to find a solution to the above problem and then roughly align
the filter to obtain some correlation signal.
(2) The large system mounted on the Newport table includes a thermoplastic
camera with a reusable stationary photosensitive thermoplastic film. The
holographic filter can be recorded and electronically developed without ever
moving the film. This ensures that the filter remains aligned with respect to
the object beam (the beam carrying the fingerprint information). In the
miniaturized version (which is under construction), however, the holographic
filter has to be removed from the recording device and then precisely aligned
with respect to the object beam in the approval device, a task extremely
difficult to achieve. This difficulty is well known to the Holographic-
Interferometry community.
The SJSU team in collaboration with the sponsor will work together to
develop a method to precisely align the filter. According to the sponsor, one
of his scientists has filed a patent to precisely align a filter. The SJSU
team would like to
Page 1
<PAGE>
Amendment No. 6
To Contract No. 3
Acct. No. 24-1507-4963
review the patent material and understand the content with the help of the
inventor. The sponsor will bring in experts if needed to do the electronics
which may be needed for the alignment.
(3) A fingerprint viewing system will be put together using the prism sensor
invented recently for the sponsor. The SJSU team in collaboration with the
sponsor will make its best effort to build this system in a month.
ARTICLE IV. PAYMENT: The Article is hereby changed to read:
The Sponsor agrees to pay Foundation an amount not to exceed a maximum amount
of $107,690. This amendment increases the contract by $16,690, from $91,000 to
$107,690. Sponsor agrees to pay Foundation $8,345 upon execution of this
amendment. Upon receipt of this initial installment, this amendment shall be
effective. After this initial payment, Sponsor agrees to pay monthly
installments not to exceed $8,345 based on invoices prepared by Foundation.
Payments should be directed to Ms. Lan Duong, Contracts and Grants Analyst,
San Jose State University Foundation, P. 0. Box 720130, San Jose, CA 95172-
0130.
ARTICLE VII. RIGHTS IN DATA: The second paragraph is hereby changed to read:
Any work published by the San Jose State University team, resulting from this
collaborative effort, shall credit the support given by the Sponsor. Graduate
students at San Jose State University involved with this project may use
results of work as the basis of a master's thesis, notwithstanding existing
confidentiality agreements.
The parties agree that all other terms and conditions of the original contract
shall remain the same.
SPONSOR FOUNDATION
By: /s/ Bruce A. Pastorius By: /s/ Nancy Bussani
Name: Bruce A. Pastorius Name: Nancy Bussani
Title: President Title: Director, Contracts and Grants
Date: 2/7/96 Date: 2-12-96
Page 2
<PAGE>
AMENDMENT NUMBER 7
CONTRACT
between
SAN JOSE STATE UNIVERSITY FOUNDATION
and
ADVANCED PRECISION TECHNOLOGY INC.
The Contract between San Jose State University Foundation (hereinafter
referred to as "Foundation") and ADVANCED PRECISION TECHNOLOGY INC.
(hereinafter referred to as "Sponsor") entered into October 1, 1994 is hereby
amended as set forth below.
The specific modifications to the Contract include the following:
ARTICLE I. PERIOD OF PERFORMANCE. The first sentence is hereby changed to
read:
The period of performance of this Contract shall be October 1, 1994 through
July 31, 1996. The period of performance of this amendment is May 1, 1996
through July 31, 1996.
ARTICLE II. STATEMENT OF WORK: The following text is hereby added to the
original article:
It is understood that specific performance under this agreement shall include:
Finalization and delivery of complete specifications of best efforts on every
component of the fingerprint sensor and holographic fingerprint verification
system including: holograms, optical bench setup, breadboard models, and/or
prototypes along with any and all drawings and blueprints, experiment and
project notes and data, and any and all devices and techniques, invented or
developed under this contract. Any equipment or devices used in the
construction of the optical bench setup, breadboard models, and/or prototypes
and originally belonging to the Foundation will be removed prior to delivery.
ARTICLE IV. PAYMENT: The Article is hereby changed to read:
The Sponsor agrees to pay Foundation as follows:
(1) An amount not to exceed a maximum amount of $132,726. This amendment
increases the contract by $25,036 from $107,690 to $132,726.
Sponsor agrees to pay Foundation $12,518 upon execution of this amendment.
Upon receipt of this initial installment, this amendment shall be effective.
After this initial payment, Sponsor agrees to pay $6,259 for the month of June
and $6,259 for the month of July. Invoices shall be prepared by the Foundation
and payments shall be directed to Ms. Lan Duong, Assistant Director of
Contracts and Grants, San Jose State University Foundation, P. 0. Box 720130,
San Jose, CA 95172-0130.
Page 1
<PAGE>
Advanced Precision Technology Inc.
Amendment 7
Page 2
(2) An amount not to exceed 1,000,000 shares of Advanced Precision Technology
Inc. restricted investment common stock, to be transferred into Foundation
account #801-82283 at Sutro & Co. Inc. as follows:
Upon the delivery of specific performance for the Fingerprint Sensor as
described in Article II of this amendment, a transfer of 250,000 shares of
Advanced Precision Technology Inc. investment common stock.
Upon the delivery of specific performance for the Holographic Fingerprint
Verification System as described in Article II of this amendment, a
transfer of 250,000 shares of Advanced Precision Technology Inc. investment
common stock.
Upon the assigning of serial number by the U. S. Patent Office to any
additional patent application(s) covering devices or techniques developed
under this contract, a bonus, in the form of a transfer of 250,000 shares
of Advanced Precision Technology Inc. investment common stock for each such
application. (Does not apply to Holographic Prism Fingerprint Sensor
previously filed. )
ARTICLE V. RECORDS AND RETENTION OF AUDIT: The following text is added to the
original article:
Upon execution of this amendment the Foundation will make available for review
and copying, all project and experiment notes, drawings, design, articles,
presentations, and thesis work and other data developed during the course of
this contract. In addition, the Foundation will be required to keep
comprehensive project notes on all further work performed and shall make such
notes as well as other data discussed above, available for review and copying
on a weekly basis.
The parties agree that all other terms and conditions of the original contract
shall remain the same.
SPONSOR FOUNDATION
By: /s/ Bruce A. PAstorius By: /s/ Nancy Bussani
Name: Bruce A. Pastorius Name: Nancy Bussani
Title: President Title: Director, Contracts and Grants
Date: 5-3-96 Date: 5-3-96
Page 2
<PAGE>
SAN JOSE STATE UNIVERSITY FOUNDATION
BUDGET DETAIL
Project Period
10/01/94 - 07/30/96
Budget Period
05/01/96 - 07/30/96
PERSONNEL
Ramen Bahuguna, Principal Investigator 14,400
FRINGE BENEFITS
Partial Benefits @ 2.7% 389
PARTICIPANT SUPPORT
Student Stipend 3,000
TOTAL DIRECT COSTS 17,789
INDIRECT COSTS @ 49% MTDC 7,247
TOTAL COSTS 25,036
<PAGE>
CONTRACT for CONSULTING SERVICES
between
SAN JOSE STATE UNIVERSITY FOUNDATION
and
ADVANCED PRECISION TECHNOLOGY INC.
This document is to serve as a cost reimbursable contract between SAN JOSE
STATE UNIVERSITY FOUNDATION (herein after referred to as "Foundation")
ADVANCED PRECISION TECHNOLOGY INC. (hereinafter referred to as "Sponsor").
ARTICLE I. PERIOD OF PERFORMANCE
The period of performance of this Contract shall be September 1, 1996 through
December 31, 1996.
ARTICLE II. STATEMENT OF WORK
Foundation as an Independent Contractor, and not as an agent of the Sponsor,
will provide at the request of sponsor consulting services on the technologies
developed under a separate contract between Sponsor and Foundation entitled,
"Miniaturization of Real Time Fingerprint Detection System". Consulting
services are defined as (1) assistance in the description of technologies to
potential manufacturers and or investors; (2) assistance in the description of
technologies to Sponsor and or third parties performing further research and
development. Sponsor understands that this contract will not cover research
and development work performed directly by Sponsor. Sponsor understands that
scheduling of consulting services shall not conflict or interfere with the
academic scheduling needs and priorities of San Jose State University faculty
and or students.
ARTICLE III. KEY PERSONNEL
Key personnel for this Project shall be designated as
Sponsor:
Contractual
-----------
Bruce Pastorius
Advanced Precision Technologies Inc.
4669 Hillside Drive
Castro Valley, CA 94546
Foundation:
Principal Investigator Contractual
---------------------- ------------
Ramendra Bahuguna Lan Duong
Department of Physics Assistant Director of Contracts and Grants
College of Science SJSU Foundation
San Jose State University P.O. Box 720130
San Jose, CA 95192-0106 San Jose, CA 95172-0130
(408) 924-5245 (408) 924-1440
Page 1
<PAGE>
Advanced Precision Technology, Inc.
Contract for Consulting Services
Page 2
ARTICLE IV. PAYMENT
1) The Sponsor agrees to pay Foundation an amount not to exceed a maximum
amount of $25,000. Sponsor agrees to pay monthly installments not to exceed
$6,250, based invoices prepared by Foundation. Payments should be directed to
Ms. Lan Duong, Associate Director of Contracts and Grants, San Jose State
University Foundation, P. 0. Box 720130, San Jose, CA 95172-0130.
2) An amount not to exceed 400,000 shares of Advanced Precision Technology
Inc. restricted investment common stock, to be transferred into Foundation
account #801-82283 at Sutro & Co. inc. as follows:
On a per month basis, at the end of each month covering the months of
September, October, November, and December of 1996.
3) Upon the assignment of serial number by the U. S. Patent Office to any
additional patent application(s) covering devices or techniques developed
under this contract, a bonus, in the form of a transfer of 250,000 shares of
Advanced Precision Technology Inc. investment common stock for each such
application. (Does not apply to Holographic Prism Fingerprint Sensor
previously filed.)
ARTICLE V. HOLD HARMLESS
Sponsor agrees to indemnify, defend and hold harmless Foundation, its
officers, agents and employees from any and all claims and losses accruing or
resulting to any and all contractors, subcontractors, suppliers, laborers and
any other person, firm or corporation furnishing or supplying work, services,
materials or supplies in connection with the performance of this Contract, and
from any and all claims and losses accruing or resulting to any person, firm
or corporation who may be injured or damaged by the acts or omissions of the
Sponsor in the performance of this Contract.
ARTICLE VI. CONFIDENTIALITY
Foundation is aware that in the course of completing consulting services it
will receive, develop or otherwise acquire information which is confidential
and or proprietary to Sponsor.
Foundation agrees that all information relative to Sponsor's products or
business or the consulting services completed for Sponsor belong solely to
Sponsor and will not be used by Foundation for any purpose other than to
perform the work contemplated hereunder, and will not be used in connection
with any of Foundation's other operations or work.
All of Sponsor's information or the information relating to the work performed
by Foundation which is not generally available to the public will remain the
sole and exclusive property of Sponsor.
Foundation will not disclose Sponsor's information to others, except his legal
counsel whose duties so require, in such event taking all precautions which
are reasonably necessary to prevent the unauthorized use of disclosure of
Sponsor's information by such person.
Page 2
<PAGE>
Advanced Precision Technology, Inc.
Contract for Consulting Services
Page 3
ARTICLE VI. CONFIDENTIALITY (cont.)
Foundation's obligation of confidentiality and nondisclosure shall survive the
term of this contract for so long as Sponsor's information is not generally
available to the public.
Sponsor agrees that rights in data protecting academic freedom established
under a separate contract between Sponsor and Foundation entitled
"Miniaturization of Real Time Fingerprint Detection System' shall not be
affected by the agreement of non-disclosure under this contract.
ARTICLE VII. OWNERSHIP
Foundation acknowledges that all work papers, documentation and other material
generated pursuant to the work contracted for Sponsor will belong solely to
Sponsor. In the event that Sponsor desires to secure protection for
intellectual property which Foundation has worked on pursuant to this
contract, Foundation shall cooperate with Sponsor for the purpose of executing
any and all lawful papers which may be deemed necessary or desirable by
Sponsor to secure protection. This provision shall apply to copyrightable
works made by Foundation jointly with others in the course of its services to
Sponsor.
ARTICLE VIII. TERMINATION
This Contract may be terminated by the Foundation or by the Sponsor at any
time upon the giving of thirty days prior written notice to the other party.
Said notice shall be given to the person executing this Contract. In the event
of termination the Foundation shall be entitled to payment for acceptable and
allowable work performed under this Contract, and for all non-cancelable
obligations made in connection with such work, through the date of
termination.
ARTICLE IX. ENTIRE AGREEMENT
This Contract and the Attachments hereto contain the entire agreement of the
parties, and no representation, provision, warranty, term, condition, promise,
duty or liability, expressed or implied, shall be binding upon or applied to
either party, except as herein stated. No amendment or modification of any
term, provision or condition of this Contract shall be binding or enforceable
unless in writing and signed by each of the parties.
IN WITNESS WHEREOF, the parties have executed this Contract as of the date
hereof.
SPONSOR FOUNDATION
By: /s/ Bruce A. Pastorius By: /s/ S. Kent Gibson
Name: Bruce A. Pastorius Name: S. Kent Gibson
Title: President Title: Executive Director
Date: 10-25-96 Date: 10-22-96
Page 3
<PAGE>
CONTRACT FOR CONSULTING SERVICES
BUDGET DETAIL
9/01/96 - 12/31/96
PERSONNEL
Ramen Bahuguna, Principal Investigator
100 hours @ $200/hr 20,000.00
FRINGE BENEFITS
Minimal Benefits @ 3% 600.00
OTHER EXPENSES 2500.00
Miscellaneous, Travel
___________
DIRECT COSTS 23,100.00
INDIRECT COSTS @ 8% 1,900.00
___________
TOTAL COSTS $ 25,000.00
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