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):
August 24, 1999
Vidikron Technologies Group, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-19218 13-3499909
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
150 Bay Street, Jersey City, New Jersey 07302
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(Address of principal executive office) (Zip Code)
(201) 938-0099
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(Registrant's telephone number including area code)
Projectavision, Inc.
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(Former Name and Former Address, If Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
On August 24, 1999, Vidikron Technologies, Inc. (the "Company") sold all of the
outstanding shares of common stock ("Shares") of its United States subsidiary,
Vidikron of America, Inc., to Markland LLC ("Markland") pursuant to the
provisions of a Stock Purchase Agreement dated as of August 5, 1999 by and
between the Company and Markland. The purchase price for the Shares was $50,000,
subject to adjustment based upon the fair market value of the shares as of
August 5, 1999, as determined by an independent appraisal.
In connection with the sale of the Shares, the Company entered into a license
agreement with Vidikron of America, Inc. to license the "Vidikron" trademark,
tradename and all other intellectual property rights of the Company in certain
territories.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
10.1 Stock Purchase Agreement dated as of August 5, 1999 by and
between Vidikron Technologies Group, Inc. and Markland LLC.
10.2 License Agreement dated as of July 30, 1999 by and between
Vidikron Technologies Group, Inc. and Vidikron of America,
Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
VIDIKRON TECHNOLOGIES GROUP, INC.
(Registrant)
Dated August 26, 1999
By /s/ Phillip Siegel
---------------------------
Name: Phillip Siegel
Title: Chief Executive Officer
Exhibit 10.1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT entered into as of the 5th day of August,
1999, by and between Vidikron Technologies Group Inc., a Delaware corporation
having an address at the address set forth below ("Seller"), and Markland LLC, a
Cayman Islands limited liability company, having an address at the address set
forth below (the "Buyer").
W I T N E S S E T H :
WHEREAS, Seller owns all of the shares of the common stock, no par
value per share (the "Shares"), of Vidikron of America, Inc., a Delaware
corporation (the "Corporation").
WHEREAS, Seller desires to sell, and Buyer desires to purchase, the
Shares;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
1. Sale of Shares.
Seller hereby agrees to sell and transfer to Buyer and Buyer agrees
to purchase from Seller, in reliance upon and subject to all of the
representations, warranties and other terms and conditions of this agreement,
the Shares.
2. Purchase Price; Closing.
The Closing shall occur no later than August 23, 1999 (the "Closing
Date"). The purchase price for the Shares shall be $50,000, subject to
Adjustment (as defined below) (the "Purchase Price"). The Purchase Price shall
be paid to Seller at the Closing by bank check or wire transfer against delivery
by Seller to Buyer of (a) a stock certificate of the Corporation representing
the Shares, accompanied by a duly executed stock power or endorsed for transfer
and (b) all corporate
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documents, charters, by-laws, minutes, resolutions and minute books. Within 30
days of the Closing Date, the Purchase Price shall be subject to adjustment upon
receipt by the Seller of an appraisal of the fair market value of the Shares as
of August 5, 1999. Seller, at its cost, shall obtain an appraisal of the Shares
as of the date of this Agreement. If Buyer shall disagree with the appraisal
obtained by Seller, within 10 days of receipt of a copy of Seller's appraisal,.
Buyer, at its cost, shall obtain its own appraisal of the Shares, which shall be
delivered to Seller within 30 days of the receipt by Buyer of Seller's
appraisal.. If, after receipt of Buyer's appraisal, Seller and Buyer agree upon
a reasonable valuation of the Shares different than the Purchase Price (the
"Agreed Price") (a) Seller shall refund to Buyer any amount by which the amount
of $50,000 exceeds the Agreed Price, or (b) Buyer shall pay to Seller any amount
by which the Agreed Price exceeds the $50,000 (the "Adjustment to Purchase
Price"). If the parties are unable to reach an Agreed Price, then, within 10
days of receipt by Seller of Buyer's appraisal,Buyer's and Seller's appraisers
shall agree upon a third appraiser ( "Independent Appraiser") to fix the
appropriate Purchase Price, which appraisal shall be binding upon the parties
and the parties shall make the requisite Adjustment to Purchase Price. The fair
market value of the Shares as fixed by the Independent Appraiser shall
constitute the Purchase Price for the Shares, and within 10 days after receipt
of the Independent Appraiser's determination of the fair market value of the
Shares, either Seller or Buyer shall pay the appropriate Adjustment to the
Purchase Price.
In order to secure the payment by Buyer of any additional amounts to
Seller upon an adjustment of the Purchase Price, Buyer shall deposit in escrow
at the Closing Date the stock certificate representing the Shares which shall be
released to Seller if Buyer fails to satisfy its obligation under this Section
2.
3. Representations and Warranties of Seller.
Seller hereby represents and warrants to Buyer that:
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(i) prior to the Closing Date it will have the full right,
power, legal capacity and authority to enter into this agreement and to
perform its obligations hereunder; and
(ii) this agreement has been duly executed and delivered by
Seller.
4. Representations and Warranties of Buyer. Buyer hereby represents
and warrants to Seller that:
(i) Buyer has the full right, power, legal capacity and
authority to enter into this agreement and perform its obligations
hereunder;
(ii) this agreement has been duly executed and delivered by
Buyer and constitutes its valid and legally binding agreement and
obligation;
(iii) Buyer is acquiring the Shares for investment purposes
only and acknowledges that the Shares have not been registered under the
Act or any state securities laws, and may not be transferred, sold or
otherwise disposed of except if an effective Registration Statement is
then in effect or pursuant to an exemption from registration under said
Act. Buyer is an accredited investor as that term is defined under the
Act;
(iv) Buyer is fully familiar with the financial condition of
and has had an adequate opportunity to conduct an investigation into the
business, prospects and all other aspects of the business of the
Corporation and to ask and have answered questions regarding the financial
and business condition of the Corporation.
5. Survival of Representations and Warranties.
The representations, warranties and agreements set forth in sections
3 and 4 hereof shall survive the execution and delivery of this agreement and
the sale and purchase of the Shares. Other than as specifically set forth
herein, Seller is making no representations or warranties with
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respect to the business, financial condition, financial statements, prospects or
any other matter related to the business of the Corporation. Buyer shall have no
claims nor rights of setoff with respect to any matters other than as
specifically set forth herein.
6. Notices. All notices, requests, demands and other communications
which are required or may be given under this agreement, shall be in writing,
and shall be deemed delivered (i) if sent by personal delivery, on the date of
delivery if delivered prior to 5:00 P.M., and on the next business day if
delivered after 5:00 P.M., (ii) if sent by facsimile, on the date on which
receipt thereof is confirmed by the recipient or a representative thereof, to
the addresses and facsimile numbers as follows:
If to Seller: Vidikron Technologies Group, Inc.
150 Bay Street
Jersey City, New Jersey
Attn: Phillip Siegel
with a copy to: Gibbons, Del Deo, Dolan,
Griffinger, & Vecchione
One Riverfront Plaza
Newark, New Jersey 07102-5497
Attn: Paul DiFilippo
(973) 639-6325
If to Buyer: Markland LLC
c/o Citco Trustees (Cayman)
United Commerce Centre
P.O. 31106 SMB
Grand Cayman, Cayman Islands
British West Indies
with copy to: Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
Attn: Andrew B. Eckstein, Esq.
Fax: (212) 885-5002
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7. Complete Agreement.
This agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof. The representations,
warranties and covenants and agreements set forth in this agreement constitute
all of the representations, warranties, covenants and agreements among the
parties hereto and upon which the parties have relied. No change, modification,
addition or termination of this agreement or any part thereof shall be valid
unless in writing and signed by or on behalf of the party to be charged
therewith.
8. Assignment.
This agreement shall be binding upon, and shall inure to the benefit
of, the parties hereto and their respective heirs, successors and assigns;
provided, however, that neither party may assign this agreement without the
written consent of the other party. Nothing in this agreement is intended to
confer upon any person, other than the parties and their heirs, successors and
assigns, any rights or remedies under or by reason of this agreement.
9. No Waiver.
No waiver of any of the provisions hereof shall be effective unless
in writing and signed by the party to be charged with such waiver. No waiver
shall be deemed a continuing waiver or waiver in respect of any subsequent
breach or default, whether of similar or different nature, unless expressly so
stated in writing.
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10. Captions.
The headings or captions under the sections of this agreement are
for convenience and reference only, and do not form a part hereof, and do not in
any way modify, interpret or construe the intent of the parties or affect any of
the provisions of this agreement.
11. Governing Law.
This agreement is intended to be governed by, interpreted and
enforced in accordance with, the laws of the State of New York, without giving
effect to conflicts of law principles.
IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands, as of the day and year first above written.
Vidikron Technologies Group, Inc.
By: /s/ Stuart Barlow
---------------------------------
Stuart Barlow
Vice President
MARKLAND LLP
By: Navigator Management Limited,
Director
By: /s/ David Sims
---------------------------------
David Sims, Director
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Exhibit 10.2
LICENSE AGREEMENT
This Agreement (the "Agreement") is made and entered into as of July
30, 1999 (the "Effective Date") by and between Vidikron Technologies Group,
Inc., a Delaware corporation (the "Licensor") and Vidikron of America, Inc., a
Delaware corporation, (the "Licensee").
WHEREAS, Licensor is the exclusive owner of the "Vidikron" trademark
as more fully described in Exhibit A, tradename and any and all other
intellectual property rights of any nature whatsoever related directly thereto
now or hereafter owned by Licensor (such trademark, tradename and other
intellectual property rights collectively, the "Trademark"); and
WHEREAS, in order to induce the Licensee to enter into this
Agreement, simultaneously herewith, Licensor is entering into a license
agreement with Vidikron S.p.A. ("VSPA"), in the form attached hereto as Exhibit
A; and
WHEREAS, Licensee wishes to use the Trademark in connection with the
distribution and/or sale by Licensee of audio, video and audio-video products
developed, manufactured and marketed by the Licensee ("VOA Products") and
developed, manufactured and marketed by VSPA ("VSPA Products"; together with the
VOA Products, the "Products") throughout the Territories (as defined herein);
and
WHEREAS, for the purposes hereof, Licensor is willing to grant, and
Licensee is willing to accept, a trademark license upon the terms and conditions
herein set forth.
NOW, THEREFORE, in consideration of the mutual consents and promises
herein contained, the parties hereto agree as follows:
1. GRANT OF LICENSE.
(a) Grant of License. Licensor hereby grants Licensee a
license to use Licensor's Trademark, listed in Exhibit A hereto in connection
with the distribution and sale of the Products, subject to the terms and
conditions set forth in this Agreement. This license shall be irrevocable, to
the extent set forth herein, and, to the extent set forth in Section 3,
exclusive. Licensee acknowledges and agrees that this Agreement does not give
Licensee any right, title and interest in Licensor's Trademarks, any rights to
file for, apply for, or make any filings in any jurisdictions, nor any right to
use Licensor's Trademarks, except as provided by the express terms of this
Agreement. Licensee further acknowledges and agrees that this Agreement does not
give Licensee any right to sublicense the right to sublicense Licensor's
Trademarks without prior approval of Licensor, which approval shall not be
unreasonably withheld; provided, however that Licensee shall have the right to
grant a sublicense to an affiliate of Licensee, without prior approval of
Licensor as long as such affiliate agrees to be bound by the terms of this
Agreement, and, in particular, to continue to make royalty payments as provided
for herein. For purposes
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herein, affiliate shall have the meaning set forth in Rule 405 of the Securities
Act of 1933 (the "Act").
(b) Fee. Upon execution of this Agreement, Licensee shall pay
Licensor a one time payment of $50,000.
(c) Royalty. Licensee agrees to pay to Licensor a royalty
("Royalty") equal to two percent (2%) of Net Sales (as defined below) actually
received by Licensee in connection with Licensee's distribution and/or sale of
the Products using the Trademark, which royalty shall be paid on a quarterly
basis, in arrears, thirty (30) days after the end of each calendar quarter. "Net
Sales" shall mean gross sales less refunds, applicable sales and use taxes,
shipping and handling fees, discounts, credits and returns.
(d) Negative Covenant. Except for the rights granted pursuant
to this Agreement and the license agreement attached hereto as Exhibit A,
Licensor shall not grant any rights whatsoever with respect to the Trademark.
2. TERM
(a) Duration. The term of this Agreement shall commence on the
date hereof and unless terminated earlier pursuant to subparagraphs (b) or (c)
below, shall remain in full force and effect until the tenth anniversary hereof
(the "Initial Term"). Upon the expiration of the Initial Term, this Agreement
shall automatically renew for an additional ten (10) year period, provided that
Licensee shall have paid to Licensor an aggregate amount of no less than
$150,000 pursuant to Section 1 above. Thereafter, this Agreement shall
automatically renew for successive ten (10) year periods, provided that during
each such successive ten (10) year period, Licensee shall have paid to Licensor
an aggregate Royalty of no less than the aggregate Royalty paid by Licensee to
Licensor in the immediately preceding ten (10) year period.
(b) Early Termination by Licensor. If any one or more of the
following events occurs:
(i) Licensee shall become insolvent, or shall take the
benefit of any present or future insolvency statute, or shall make a general
assignment for the benefit of creditors, or file a voluntary petition in
bankruptcy or a petition or answer seeking an arrangement for its
reorganization, or the readjustment of its indebtedness under the Federal
bankruptcy laws, or under any other law or statute of the United States or any
state thereof, or shall consent to the appointment of a receiver, trustee or
liquidator of all or substantially all of its property;
(ii) A petition under any part of the Federal bankruptcy
laws, or an action under any present or future insolvency laws or statute, shall
be filed against Licensee and shall not be dismissed within thirty (30) days
after the filing thereof; or
(iii) Licensee shall materially fail to keep, perform
and observe each and every promise, covenant and agreement set forth in this
Agreement on its part
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to be kept, performed or observed, and such breach or default shall continue for
a period of more than thirty (30) days after receipt by Licensee of written
notice of such breach or default, except where fulfillment of its obligations
requires activity over a period of time and Licensee shall have commenced in
good faith to perform whatever may be required for fulfillment of its
obligations and continued such performance without interruption except for
causes beyond its control;
(iv.) Licensee is in violation of any statute, ordinance
or regulation of any Federal, State or Municipal authority with reference to the
operation of its business and the same has not been remedied within ten (10)
days after notice from the authorities to the Licensee of the violation.
then in its discretion Licensor shall have the right to terminate this
Agreement.
(c) Early Termination by Licensee. If any one or more of the
following events occurs:
(i) Licensor shall become insolvent, or shall take the
benefit of any present or future insolvency statute, or shall make a general
assignment for the benefit of creditors, or file a voluntary petition in
bankruptcy or a petition or answer seeking an arrangement for its
reorganization, or the readjustment of its indebtedness under the Federal
bankruptcy laws, or under any other law or statute of the United States or any
state thereof, or shall consent to the appointment of a receiver, trustee or
liquidator of all or substantially all of its property;
(ii) A petition under any part of the Federal bankruptcy
laws, or an action under any present or future insolvency laws or statute, shall
be filed against Licensor and shall not be dismissed within thirty (30) days
after the filing thereof; or
(iii) Licensor shall materially fail to keep, perform
and observe each and every promise, covenant and agreement set forth in this
Agreement on its part to be kept, performed or observed, and such breach or
default shall continue for a period of more than thirty (30) days after receipt
by Licensee of written notice of such breach or default, except where
fulfillment of its obligations requires activity over a period of time and
Licensee shall have commenced in good faith to perform whatever may be required
for fulfillment of its obligations and continued such performance without
interruption except for causes beyond its control;
then in its discretion Licensee shall have the right to terminate this
Agreement.
(d) Effect of Termination. Upon and after the termination of
this Agreement (the "Termination Date"), Licensee shall refrain from further use
of the Trademark in the Territory (as defined in Section 3 hereof) with respect
to the Products and all trademark rights, goodwill and other rights in or to the
Trademark granted to Licensee hereunder shall immediately cease and
automatically revert to the Licensor; provided, however, Products sold prior to
the Termination Date do not have to be recalled. In addition, Licensor shall be
entitled to recover from the Licensee all accounts or debts of Licensee that
Licensor pays in order to protect
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the goodwill and reputation of Licensor, all damages incurred as a result of the
events that gave rise to the termination and/or the termination itself.
3. TERRITORIES.
The use of the Trademark granted by this Agreement shall be
limited to the sale of Products and the rights granted in the geographic areas
set forth below (the "Territories") and the Licensee agrees and covenants not to
use the Trademark outside of the Territory or for any purpose other than the
sale of products as specified:
===============================================================================
Geographic Area Applicable Products Rights Granted
===============================================================================
North America Products Exclusive
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South America Products Exclusive
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Europe VOA Products Non-Exclusive
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Worldwide (excluding VOA Products Exclusive
Italy and Europe)
===============================================================================
For purposes of this Agreement, VOA Products and VSPA Products
shall be as set forth in Exhibit B.
4. COVENANTS OF LICENSEE REGARDING TRADEMARK.
(a) Acts in Derogation of the TrademarksLicensee shall not do
or permit any act or thing to be done (i) in derogation of any of the rights of
Licensor in connection with the Trademark or (ii) to diminish the value or
reputation of the Trademark, and Licensee shall use the Trademark only for the
uses and in the manner as provided in this Agreement.
(b) Prohibition Against Disputing Licensor's Rights. During or
after the term of this Agreement, Licensee shall not in any way dispute or
impugn the validity of the Trademark, or the rights of Licensor to it, or the
rights of Licensor to use it.
5. RECORDS
The Licensee shall deliver to Licensor a quarterly accounting
statement specifying the volume and pricing of sales of the Products for that
quarter, as well as the credits, returns, refunds, and cost of goods incurred by
Licensee with respect to the Products. Such accounting statements shall be due,
together with applicable royalty fees, thirty (30) days after the end of each
calendar quarter. Upon reasonable written notice and during normal business
hours, Licensor shall have the right, not more than twice during any twelve (12)
month period, to review and audit Licensee's books and records with respect to
royalties. Licensor shall have sixty (60) days from the receipt of each report
to assert a claim with respect to such report.
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6. CLAIMS MADE AGAINST LICENSEE.
(a) Claims made against Licensee. If Licensee receives notice
or is informed or learns of any claim, suit or demand against Licensee on
account of any alleged infringement, unfair competition, or similar matter
relating to Licensee's use of the Trademark, Licensee shall promptly notify
Licensor of such claim, suit or demand. Licensor shall have the right to defend,
compromise or settle any such claim at Licensor's sole cost and expense, using
attorneys mutually agreed upon by Licensor and Licensee, and Licensee agrees to
cooperate fully with Licensor in connection with the defense of any such claim.
Licensee may participate at Licensee's own expense in such defense or
settlement.
(b) Infringers. If Licensee receives notice or is informed or
learns that any third party, which Licensee believes to be unauthorized to use
the Trademark, is using the Trademark or any variant of it, Licensee promptly
shall notify Licensor of the facts relating to such possible infringing use.
Thereupon, Licensor shall promptly take any action as may be necessary to
protect the trademark from dilution or infringement. Licensee may participate at
Licensee's own expense in any prosecution of or action against any potential
unauthorized user.
(c) Notice. Licensee shall notify Licensor of any and all
infringements, imitations, illegal use or misuse of Licensor's trademarks which
come to Licensee's attention. Licensee shall notify Licensor of such acts and
furnish Licensor with all evidence concerning these acts within seven (7) days
of Licensee's receiving information thereof. Licensor shall take all appropriate
action in the Courts, administrative agencies or otherwise to prevent such
infringement, imitation, illegal use or misuse of the trademarks, after prior
consultation with Licensee.
In the event that Licensee should be notified of claims
and/or assertions of rights adverse to those of Licensor in Licensor's
Trademarks, Licensee shall forthwith notify Licensor of such claims and/or
assertions and furnish Licensor with all information and evidence concerning
such claims and/or assertions.
(d) Assistance. Licensee undertakes to render Licensor all
assistance reasonably requested in connection with any matter pertaining to the
protection of Licensor's trademarks in the Subject Territory whether in the
Courts, administrative agencies or otherwise, and to make promptly available to
Licensor, its representatives, agents and attorneys all of the Licensee's files,
records and other information and materials pertaining to the distribution and
sale of the Goods and Services as may be reasonably requested, including all
persons reasonably required by Licensor to assist Licensor in connection with
any matter pertaining to the protection of Licensor's trademarks.
7. INDEMNIFICATION
(a) Licensor's Indemnification of Licensee. Licensor shall
indemnify and hold Licensee harmless from and against any and all claims,
actions, expenses, losses, liabilities, damages, fines, fees and expenses,
including counsel fees and expenses, arising
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out of, concerning or affecting, in whole or in part, this Agreement or the
business conducted by Licensee, its agents or employees.
(b) Licensee's Indemnification of Licensor. Licensee shall
indemnify and hold Licensor harmless from and against any and all claims,
actions, expenses, losses, liabilities, damages, fines, fees and expenses,
arising out of, concerning or affecting, in whole or in part, this Agreement or
the business conducted by Licensor, its agents or employees.
8. ASSIGNMENT.
Licensor has the right to assign this Agreement, and all of
its rights and privileges, to any other person, firm or corporation; provided
that the Trademark has been assigned to such person, firm or corporation and
such person, firm or corporation agrees to be bound by the terms of this
Agreement. Licensee may not assign its rights and privileges in this Agreement
to any other person, firm or corporation without the express written consent of
Licensor, which consent shall not be unreasonably withheld. Licensor hereby
consents to the pledge of this license and the grant of a security interest in
this license and the rights hereunder to Market LLC, as a lender to Licensee.
9. MISCELLANEOUS.
(a) Entire Agreement. This Agreement constitutes the entire
agreement between the parties with reference to the subject matter of this
Agreement and supersede all prior negotiations, understandings, representations
and agreements. Licensor and Licensee each expressly acknowledge that no oral
promises or declarations were made by either to the other and that the
obligation of both Licensor and Licensee are confined exclusively to the terms
in this Agreement.
(b) No Franchise. Licensee and Licensor agree that this
Agreement is not a franchise agreement, as such agreements are defined under the
statutes and regulations of the United States and the State of New Jersey, and
therefore that this Agreement is not subject to those statutes and regulations.
Licensee and Licensor further agree that each will execute any documents and
give any testimony which is necessary to avoid having this Agreement construed
as a franchise agreement.
(c) Amendment. This Agreement, including but not limited to
this provision, may not be amended orally, but may be amended only by a written
instrument signed by the parties.
(d) Governing Law. This Agreement is to be governed by, and
construed and enforced in accordance with, the laws of the State of New York
without regard to its choice of law principles.
(e) Severability. If any part, article, paragraph, sentence or
clause of this Agreement is held to be indefinite, invalid or otherwise
unenforceable, the entire Agreement
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shall not fail on account of such holding, and the balance of this Agreement
shall continue in full force and effect.
(f) Waiver. The failure of Licensor at any time to enforce any
of the provisions of this Agreement shall not be deemed or construed to be a
waiver of any such provision, nor to in any way affect the validity of this
Agreement or any provision hereof or the right of Licensor to thereafter enforce
each and every provision of this agreement. No waiver of any breach of any of
the provisions of this Agreement shall be effective unless set forth in a
written instrument executed by the party or parties against whom or which
enforcement of such waiver is sought; and no waiver of any such breach shall be
construed or deemed to be a waiver of any other or subsequent breach.
(g) Execution in Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.
(h) Notice.
Any notice required or permitted to be given under this
Agreement shall be in writing and shall be served upon the other party
personally, by overnight courier or by return receipt requested, postage
prepaid, and shall be deemed given when received. Notices shall be addressed as
follows:
(i) Notice to Licensor:
Vidikron Technologies Group, Inc.
150 Bay Street
Jersey City, New Jersey
Attention: President
(ii) Notice to Licensee:
Vidikron of America, Inc.
150 Bay Street
Jersey City, New Jersey
Attention: President
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
the day and year first above written.
VIDIKRON TECHNOLOGIES GROUP, INC.
By: /s/ Phillip Siegel
----------------------
Name: Phillip Siegel
Title: Chairman
VIDIKRON OF AMERICA, INC.
By: /s/ Phillip Siegel
----------------------
Name: Phillip Siegel
Title:
