<PAGE> 1
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended - May 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________.
Commission file number 0-26112
STRATFORD ACQUISITION CORP.
(Exact name of Company as specified in its charter)
Minnesota 41-1759882
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
5420 North Service Road
Fifth Floor
Burlington, Ontario Canada L7L 6C7
(Address of principal executive offices) (Postal Code)
(905) 319-6411
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock
Securities registered pursuant to Section 15(d) of the Act:
Title of each class
None
Indicate by check mark whether the Company (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Company
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [ x ] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The number of shares outstanding each of the Registrant's classes of Common
Stock, as of September 12, 1996 was 8,219,739.
<PAGE> 2
Documents Incorporated by Reference
1. Form 10 Registration Statement, filed with the Commission on May
19, 1995 and which became effective by operation of law on July
18, 1995.
2. Form S-8 Registration Statement, filed with the Commission on July
31, 1995, which became effective by operation of law on July 31,
1995, SEC File #33-95264.
3. Form 8-K filed with the Commission on August 1, 1995.
4. Form 8-K filed with the Commission on August 29, 1995.
5. Form 10-K for the period ending May 31, 1995 and filed with the
Commission on August 30, 1996.
6. Form 8-K filed with the Commission on September 11, 1995.
7. Form 10-Q for the period ending August 31, 1995 and filed with the
Commission on October 12, 1996.
8. Form 8-K/A filed with the Commission on October 19, 1995.
9. Form 10-Q for the period ending November 30, 1995 and filed with
the Commission on December 22, 1995.
10. Form 10-Q for the period ending February 29, 1996 and filed with
the Commission on April 13, 1996.
<PAGE> 3
PART I
ITEM 1. BUSINESS
Background
Stratford Acquisition Corp. (the "Company") was incorporated under the
laws of the State of Minnesota on February 17, 1966 under the name Twin
City Hair Goods, Inc. to engage in the business of wholesale marketing
of wigs, hairpieces and related items. On or about December 31, 1968
the Company ceased the foregoing business, changed its name to
Stratford, Inc. and began to seek to acquire or be acquired by an
operating business. On October 20, 1993, the Company changed its name
to Stratford Acquisition Corp. From December 31, 1968 through July 18,
1995, the Company's activities consisted primarily of investigating
possible business opportunities.
On July 18, 1995, the Company executed a letter of intent to acquire
all of the issued and outstanding shares of common stock of Supercrete
N/A Limited, a corporation organized under the laws of the Turks and
Caicos Islands, British West Indies. On the same date, in anticipation
of executing a definitive agreement with the shareholders of
Supercrete, the Company changed its business purpose from one seeking
an acquisition candidate to one engaged in the business of
manufacturing and marketing formulated concrete mixtures.
On August 15, 1995, the Company executed a definitive acquisition
agreement and acquired all of the issued and outstanding shares of
Supercrete in exchange for 22,800,000 shares of the Company's common
stock. Supercrete owns an exclusive license to manufacture and
distribute Supercrete products. Supercrete acquired the license from
AMR Investments, Ltd. ("AMR"), a corporation organized under the laws
of the Turks and Caicos Islands, British West Indies. AMR acquired its
license from Dr. O.A. Battista, deceased a former Director of the
Company. AMR is not affiliated with the Company in any matter.
General
The Company is engaged in the business of manufacturing and marketing
a technology and an additive for enhancing cement based products,
hereinafter referred to as "NovaCRETE" (the name NovaCRETE has been in
use since April 15, 1996). Initially, the Company marketed three
separate products under the trade name "Fastcrete" which was
subsequently changed to "Chemcrete." Fastcrete/Chemcrete 140 was
designed for all-purpose feather finish applications including, cracks,
potholes, sidewalks and driveways. Fastcrete/Chemcrete 150 was designed
for heavy duty driveways, roads, precast blocks and piping, parking lot
repairs, airport patching and water breakers. Fastcrete/Chemcrete 200
was designed for metallic magnetic, non-rusting heavy duty outdoor and
indoor traffic, nuclear radiation and radon shielding, x-ray shielding
walls, and sealed nuclear waste dumps. The only distinguishing feature
between the three products, was the amount of additive and sand/
aggregate added to the concrete mixture. In 1996, the Company
dispensed with the distinguishing products and began to market the
<PAGE> 4
additive under the name NovaCRETE. The Company now adds a
predetermined amount of the NovaCRETE additive to cement and sand
mixture based upon the type on NovaCRETE finished product for specific
applications.
The Company believes that the NovaCRETE technology and additive is
unique in that when a cement-based product is blended utilizing the
technology and additive, the resulting NovaCRETE multi-purpose mortar
used for patching and repairing has the following properties:
1. Compressive strength in excess of 11,000 lb./sq. in;
2. Sheer bond strength in excess of 5,900 lb/sq. in;
3. Flexural strength in excess of 1,300 lb/sq. in;
4. Chloride permeability of 816 coulombs;
5. Zero shrinkage;
6. Durability over 302 freeze/thaw cycles (98.3% durability
factor);
7. Resistance to salt scaling over 50 cycles results in a
durability factor of 100%
The foregoing properties have been ascertained after testing by
independent testing laboratories which employ ASTM procedures.
NovaCRETE additive is distributed in 22 pound bags in powder form and
is blended with cement and sand utilizing the NovaCRETE technology.
The NovaCRETE finished product is packaged in 66 pound bags, and the
ultimate consumer adds water in accordance with the instructions
printed on the 66 pound bag to produce the NovaCRETE mortar having the
above-mentioned properties.
As of September 12, 1996, the Company sold an aggregate of 435,600
pounds of NovaCRETE finished product at an aggregate sale price of
CD$66,000.00.
As of September 12, 1996, the Company sold an aggregate of 124,000
pounds of NovaCRETE additive at an aggregate sale price of U.S.
$3,100,000.00, payment is to be received as the transaction is most
recent.
Marketing and Manufacturing
NovaCRETE additive and NovaCRETE finished product are manufactured by
an independent contractor on an "as needed" basis. All producers of
NovaCRETE are required to sign a non-disclosure agreement prior to
receiving the proprietary formula. The Company currently does not
employ a sales staff, but has granted geographical sublicenses to third
parties. The Company has sold a limited amount of NovaCRETE finished
product to distributors.
<PAGE> 5
Lack of Patent Protection
The Company does not hold any patents on any of its technology or
product applications. The name "NovaCRETE" has been submitted for
trademark approval in the United States of America and Canada, and the
Company believes from information received from trademark agents that
the word "NovaCRETE" has not previously been used. The Company's
wholly owned subsidiary, Supercrete N.A. Limited, a Turks and Caicos
corporation, obtained an exclusive world-wide license for the use of
the NovaCRETE technology pursuant to an Agreement dated July 19, 1995.
The said Supercrete License Agreement is for a period covering the life
of the NovaCRETE technology, plus 21 years. The absence of patent
protection represents a lesser risk in that the Company is not able to
prevent other companies from developing a similar product whether or
not the Company has a patent. In addition, there can be no assurance
that the NovaCRETE technology will not infringe on patents owned by
others. To the extent that the Company currently relies on unpatented
proprietary technology, processes and know-how and the protection of
such property by confidentiality agreement, there can be no assurance
that others may not independently develop similar technology and know
- - -how or that confidentiality will not be breached. On the other hand,
it is much easier for competitors to copy the Company's technology if
they purchase the Company's patent text (a copy of which may be
obtained for a $2.00 fee from the Registry).
Employees
The Company has three employees other than its Officers and Directors.
See "Management." Management of the Company expects to hire more full
- - -time employees, as needed.
Competition
The Company will have to compete with numerous corporations that
manufacture additives used in the manufacture of cement-base products,
most of whom may have more financial resources.
Offices
The Company's executive offices are located at 5420 North Service Road,
Fifth Floor, Burlington, Ontario, Canada L7L 6C7 and the telephone
number is (905) 319-6411. The Company also maintains a Research
Facility at 919 Fraser Drive, Burlington, Ontario, Canada.
ITEM 2. PROPERTIES
The Company's offices are located at 5420 North Service Road, Fifth
Floor, Burlington, Ontario, Canada L7L 6C7, and the telephone number is
(905) 319-6411. The Company leases 1,900 square feet of office space
from Reimer Construction Limited. The lease period is five years and
the monthly rental is $3,049.50, including applicable taxes, Canadian
per month the first year increasing to $3,218.91 Canadian the last
year.
<PAGE> 6
The Company leases 3,870 square feet of research space at 919 Fraser
Drive, Burlington, Ontario, Canada from Lionsgate Realty Holdings, Inc.
pursuant to a written lease agreement dated April 1, 1996 and which
expires March 31, 2000. The rent is paid monthly in the amount
CDN$1,128,75 or a total of CDN$13,545.00 per year.
ITEM 3. LEGAL PROCEEDINGS
No material legal proceedings are pending to which the Company is a
party or of which any of Company's property is the subject matter. No
legal proceedings are known to be contemplated by governmental
authorities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of the calendar
year covered by this report to a vote of security holders.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(a) Market Information.
The Company's securities are traded over-the-counter on the Bulletin
Board operated by the National Association of Securities Dealers, Inc.
under the symbol SFDA. The table shows the high and low bid of
Company's Common Stock during the last two fiscal years. Quotations
reflect interdealer prices without retail mark-up, mark-down or
commissions and may not necessarily represent actual transactions. The
Company's securities began trading actively in July 1995. On September
12, 1996, the closing bid price was $1.125.
Bid
Quarter Ended High Low
May 31, 1996 7 3/4 2 1/2
February 29, 1996 9 3/4 4 1/8
November 30, 1995 11 6 1/2
August 31, 1995 13 1/2 0
May 31, 1995 0 0
February 28, 1995 0 0
November 30, 1994 0 0
August 31, 1994 0 0
<PAGE> 7
(b) Holders.
As of September 11, 1996, there were approximately 334 holders of the
Company's Common Stock. This number does not include those beneficial
owners whose securities are held in street name.
(c) Dividends.
The Company has never paid a cash dividend on its Common Stock and has
no present intention to declare or pay cash dividends on the Common
Stock in the foreseeable future. The Company intends to retain any
earnings which it may realize in the foreseeable future to finance its
operations. Future dividends, if any, will depend on earnings,
financing requirements and other factors.
ITEM 6. SELECTED FINANCIAL DATA.
The United States Securities and Exchange Commission has made inquiries
of the Company related to certain accounting and financial reporting
issues as reported in its quarterly filings. Accordingly, the
Company's independent accountant, S. W. Hatfield + Associates, has
deferred the release of their audit opinion until such time that all of
the issues raised by the Securities and Exchange Commission can be
satisfactorily resolved.
Accordingly, the Company will file a Form 10-K/A amending this Form
10-K to include the information required by this Item 6, as soon as the
issued can be resolved by the Company.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION.
The United States Securities and Exchange Commission has made inquiries
of the Company related to certain accounting and financial reporting
issues as reported in its quarterly filings. Accordingly, the
Company's independent accountant, S. W. Hatfield + Associates, has
deferred the release of their audit opinion until such time that all of
the issues raised by the Securities and Exchange Commission can be
satisfactorily resolved.
Accordingly, the Company will file a Form 10-K/A amending this Form
10-K to include the information required by this Item 7, as soon as the
issues can be resolved by the Company.
<PAGE>
<PAGE> 8
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The United States Securities and Exchange Commission has made inquiries
of the Company related to certain accounting and financial reporting
issues as reported in its quarterly filings. Accordingly, the
Company's independent accountant, S. W. Hatfield + Associates, has
deferred the release of their audit opinion until such time that all of
the issues raised by the Securities and Exchange Commission can be
satisfactorily resolved.
Accordingly, the Company will file a Form 10-K/A amending this Form
10-K to include the information required by this Item 7, as soon as the
issues can be resolved by the Company.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
The Company has made no change of accountants nor has the Company filed
a Form 8-K under the Securities Exchange Act reporting a change of
accountants. There are potential disagreements on matters of
accounting principals or practices and/or financial statements
disclosure which are presently subject to a separate independent audit
review.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table sets forth certain information concerning the
directors and executive officers of the Company and its subsidiaries:
Name Age Position
Arthur L. Smith 65 President, Chief Financial Officer and a
member of the Board of Directors
Jan Sulkiewicz 55 Vice President and a member of the Board
of Directors
Barry Alter 41 Secretary and a member of the Board of
Directors
Barbara Robinson 51 Treasurer
All directors hold office until the next annual meeting of shareholders
and until their successors have been elected and qualified.
<PAGE> 9
Arthur L. Smith, President, Chief Financial Officer and a member of the
Board of Directors
Since October 31, 1995, Mr. Smith has been President and a member of
the Board of Directors of the Company. Since April 1, 1996, Mr. Smith
has been the Chief Financial Officer of the Company. Since 1958, Mr.
Smith has practiced law in Toronto, Ontario, Canada specializing in
corporate law, commercial law and real estate securitized transactions,
representing banks, trust companies, institutional and private lenders.
From 1981 to 1995, Mr. Smith was President of Equitable Properties
Ltd., a corporation involved in real estate development and financing.
Mr. Smith graduated from Queen's University, Kingston, Ontario, Canada
in 1953 with a Bachelor of Arts degree (B.A.) and was called to the bar
in 1957. He also received a Bachelor in Letters of the Law (L.L.B.)
degree from York University, Toronto, Ontario, Canada.
Mr. Smith is not current in his reporting obligations pursuant to
Section 16(a) of the Securities Exchange Act of 1934, as amended.
Jan Sulkiewicz - Vice President and a member of the Board of Directors
Since February 14, 1996, Mr. Sulkiewicz has been Vice President and a
member of the Board of Directors. Since August 1982, Mr. Sulkiewicz
has been President of J. S. Consultants Ltd., a corporation engaged in
the business of providing consulting services to the construction
industry relative to manufacturing and product and process development.
Barry Alter - Secretary and a member of the Board of Directors
Since August 9, 1996, Mr. Alter has been a member of the Board of
Directors. Since 1983, Mr. Alter has been President of Sweet
Expressions which imports and packages confectionery products for the
Canadian retail trade. Since 1996, Mr. Alter has been engaged in the
business of providing consulting services to publicly traded companies.
Mr. Alter is not current in his reporting obligations pursuant to
Section 16(a) of the Securities Exchange Act of 1934, as amended.
Barbara Robinson - Treasurer
Since February 14, 1996, Ms. Robinson has been Treasurer of the
Company. On February 14, 1996, Ms. Robinson was also appointed as
Chief Financial Officer and resigned from this position on April 1,
1996. Since April 1987, Ms. Robinson has owned and operated Barbara J.
Robinson Business Services which provides accounting, financial,
business and paralegal services to operating entities.
Ms. Robinson is not current in her reporting obligations pursuant to
Section 16(a) of the Securities Exchange Act of 1934, as amended.
<PAGE> 10
ITEM 11. EXECUTIVE COMPENSATION.
(a) Cash Compensation.
Mr. Arthur Smith, the Company's President, Chief Financial Officer and
a member of the Board of Directors was paid $6,450.00 per month
(CDN$9,000.00) commencing January 1, 1996 or a total of $32,250.00
(CDN$45,000.00) for the fiscal year ending May 31, 1996.
Mr. Sulkiewicz, the Company's Vice President and a member of the Board
of Directors is paid a salary of $72,100.00 (CDN$100,000.00) per year,
payable bi-monthly to Smart Technologies Inc., a company incorporated
in the British Virgin Islands, which is controlled by Mr. Sulkiewicz,
in common stock of the Company. The amount of stock Smart Technologies
Inc. was entitled to receive was determined by the market price of the
stock on the date of issuance. As of May 31, 1996, Mr. Sulkiewicz had
received 5,303 shares of common stock. Mr. Sulkiewicz was paid the
cost of relocating from British Columbia to Ontario, Canada of
approximately US$14,567.00 (CDN$20,204.00). Further the Company is
paying Mr. Sulkiewicz the sum of US$2,884.00 (CDN$4,000.00) per month
for the maintenance of his previous residence in British Columbia, and
will continue to do so until the same has been sold. As of May 31,
1996, the total cash paid relating to the aforementioned matters was
$29,605.00 (CDN$40,204.00).
On August 28, 1996, the Company advanced to Mr. Sulkiewicz the sum of
US$14,328 (CDN$20,000), without interest thereon. On September 18,
1996, the Company advanced to Mr. Sulkiewicz a further sum of US$14,328
(CDN$20,000), without interest thereon.
Under the terms of a Consulting Agreement entered into on January 22,
1996, between the Company and Smart Technologies Inc., it was agreed
that the said Smart Technologies Inc. would be paid for its services by
way of the issuance to it of free trading common shares of the Company.
Since May 16, 1996, all common shares issued to Smart Technologies Inc.
Have been withheld from sale, and are now in the process of being
returned to the Treasury of the Company. Accordingly, the Company owes
to Smart Technologies Inc. approximately US$36,803 (CN$49,500), for
services rendered to the Company by Smart Technologies Inc., from May
1, 1996 to date, pursuant to the aforesaid Consulting Agreement dated
January 22, 1996.
Mr. Sulkiewicz has executed the two Promissory Notes in favor of the
Company, referred to above, as security until the physical return to
the Company's Treasury of all stock issued to Smart Technologies Inc.
from May 16, 1996 to date.
Ms. Robinson was paid a salary of US$4,400 per month (CDN $6,000)
commencing February 5, 1996. As of May 31, 1996, Ms. Robinson had
received a total of $17,577 (CDN$23,870).
The Company does not have employment agreements with any of its
officers or directors.
<PAGE> 11
(b) Compensation Pursuant to Plans
The Company has no retirement, pension or profit sharing plans covering
its Officers or Directors other than (i) a Non-Qualified Incentive
Stock Option Plan which has been filed with the Securities and Exchange
Commission on Form S-8 (Commission File No. 33-95264) and which became
effective on July 31, 1995; and, (ii) a medical/dental/vision/life
insurance plan in place for all employees.
On March 15, 1996, Mr. Smith was granted an option to purchase 50,000
shares of common stock at an option exercise price of $0.0001 per
share. The option expires on March 15, 2001. Mr. Smith exercised his
options on August 19, 1996.
On March 15, 1996, Mr. Sulkiewicz was granted an option to purchase up
to 50,000 shares of common stock at an option exercise price $0.0001
per share. The option expires on March 15, 2001. Mr. Sulkiewicz
exercised his option on August 19, 1996.
On March 15, 1996, Ms. Robinson was granted an option to purchase
50,000 shares of common stock at an option exercise price of $0.0001
per share. The option expires on March 15, 2001. Ms. Robinson
exercised her option on August 19, 1996.
(c) Other Compensation.
The Company has obtained and pays for a rental car for Mr. Smith. The
monthly car rental and insurance is approximately $465.00 (CDN$639.30).
On March 15, 1996, the Company granted Mr. Smith an option to purchase
525,000 shares of common stock at an exercise price of $3.00 per share,
provided the shares are purchased in blocks of 100,000 shares per year
which may be exercised in whole or in part and pre-tax profit of
$1,000,000 is attained by the Company each year. As of the date
hereof, Mr. Smith has not exercised any of the foregoing options to
purchase 525,000 shares of common stock.
On March 15, 1996, the Company granted Mr. Sulkiewicz an option to
purchase up to 300,000 shares of common stock at an exercise price of
$3.00 per share, provided the shares are purchased in blocks of 60,000
shares per year which may be exercised in whole or in part and pre-tax
profit of $1,000,000 is attained by the Company each year. As of the
date hereof, Mr. Sulkiewicz has not exercised any of the foregoing
options to purchase 60,000 shares of common stock.
On March 15, 1996, the Company granted to Ms. Robinson an option to
purchase up to 300,000 shares of common stock at an exercise price of
$3.00 per share, provided the shares are purchased blocks of 60,000
shares per year which may be exercised in whole or in part and pre-tax
profit of $1,000,000 is attained by the Company each year. As of the
date hereof, Ms. Robinson has not exercised the foregoing option to
purchase 60,000 shares of common stock.
<PAGE> 12
Mr. Alter entered into a consulting agreement with the Company on
February 26, 1996 wherein Mr. Alter agreed to provide consulting
services in the form of promoting the interest and business of the
Company in the international brokerage community. The consulting
agreement granted an option to Mr. Alter to purchase up to 100,000
shares of free trading common stock of the Company. Mr. Alter could
have exercised the option on a monthly basis by paying to the Company
one-third of the average closing trade price offer the last three
trading days of the previous month. The option commenced on March 1,
1996 and was due to expire on March 1, 1997. Mr. Alter could not have
exercised options in excess of 10,000 shares per month, provided that
if Mr. Alter declined to exercise an option block in any given month,
the unexercised options could have been accumulated and exercised at
any time prior to March 1, 1997. All options not exercised by March 1,
1997 would have expired. As of the date hereof, Mr. Alter has
exercised options for 30,000 shares. The said Consulting Agreement was
cancelled by the Company on June 6, 1996 and provided that no share
options granted to Mr. Alter under the Consulting Agreement could be
exercised after June 5, 1996. Accordingly, Mr. Alter may not acquire
any additional shares pursuant to his consulting agreement.
(d) Compensation of Directors.
The Company's Directors receive no compensation for their services;
however, they are reimbursed for travel expenses incurred in serving on
the Board of Directors.
(e) Termination of Employment and Change of Control Arrangements.
There are no plans or contracts in place which provide for the
compensation of officers and directors upon their termination of
employment or a change in control of the Company. Further, the Company
presently does not plan to alter or amend the compensation for each
officer and/or director described above during the fiscal year June 1,
1996 through May 31, 1997.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth certain information regarding ownership
of the Company's Common Stock as of September 12, 1996 by each Officer
and Director, all Officers and Directors as a group and each beneficial
owner of more than five percent of the outstanding shares of the
Company's Common Stock:
<PAGE> 13
[S] [C] [C] [C]
Name and address Number of Percent
of owner Shares Position of Class
Arthur L. Smith 50,000 President, Chief 0.61%
2210 Lakeshore Road Financial Officer
Suite 603 and Director
Burlington, Ontario
Canada L7R 4J9
Jan Sulkiewicz 50,000 Vice President and 0.61%
114 DeRose Avenue Director
Bolton, Ontario
Canada L7E 1A6
Barry Alter 55,000 Secretary and 0.67%
488 Melrose Avenue Director
Toronto, Ontario
Canada M5M 2A2
Barbara Robinson 50,000 Treasurer 0.61%
1275 Pallatine Drive
Oakville, Ontario
Canada L6H 1Z1
All officers and 205,000 2.50%
directors as a
group (4 persons)
10022 Investments Ltd. 470,000 5.72%
c/o P. O. Box 260
Butterfield Square
Providenciales,
Turks & Caicos Islands
94909 Investments Ltd. 450,000 5.47%
c/o P. O. Box 260
Butterfield Square
Providenciales,
Turks & Caicos Islands
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(a) On March 31, 1995, Suncastle Development Corporation loaned the
Company $10,000 in Canadian funds and $5,000 in U.S. funds without
interest and payable upon demand. As of September 12, 1996, there
remains a unpaid balance on said note the sum of $ NIL.
<PAGE> 14
(b) On April 3, 1995, the Company's shareholders approved an amendment
to the Company's Articles of Incorporation increasing its authorized
capital to 50,000,000 shares of Common Stock, $0.001 par value per
share. The Amended Articles of Incorporation were filed with the
Minnesota Secretary of State in May 1995.
(c) On April 19, 1995, the Company issued an aggregate of 1,068,500
"restricted" shares of Common Stock in consideration of $238,000 and
issued 2,931,500 "restricted" shares of Common Stock to insiders,
promoters and founders of the Company for services rendered, all
pursuant to Section 4(2) and/or Reg. S of the Securities Act of 1933,
as amended.
(d) On August 15, 1995, the Company exchanged 22,800,000 shares of its
common stock, pursuant to Regulation S of the Securities Act of 1933
for 100% of the issued and outstanding common stock of Supercrete N/A
Limited ("Supercrete"), a corporation incorporated on July 19, 1995
under the laws of the Turks and Caicos Islands, British West Indies.
Supercrete owned an exclusive worldwide license to manufacture and
market NovaCRETE which it obtained from AMR Investments Limited. The
license agreement is for a period covering the life of the technology
described therein (NovaCRETE) plus 21 years. Supercrete executed a
promissory note in the amount of $1,000,000 which was subsequently
cancelled upon the execution on November 30, 1995 of a one-year
marketing agreement with AMR Investments Limited, grantor of the
sublicense. In addition, the agreement provided for the payment of a
royalty of 4.0% on gross sales with a minimum royalty payment of
$15,000 per quarter. This was also modified to a 2.0% royalty fee on
gross sales with a minimum royalty payment of $7,500 per quarter,
commencing on April 30, 1996 for the first calendar quarter on 1996.
(e) On June 24, 1994, the Company entered into a consulting agreement
with Dr. Battista wherein Dr. Battista agreed to provide the Company
with consulting and technical services related to the use of the
NovaCRETE technology for a period not to exceed three years from June
24, 1995 at the rate of $5,000 per month. This agreement was cancelled
by the Company. Supercrete agreed to pay Dr. Battista or any entity
designated by the Dr. Battista, the sum of $1,500 per day for
laboratory time related to Supercrete requested research and
development services related to the NovaCRETE technology. This portion
of the license agreements terminated upon the death of Dr. Battista on
October 3, 1995 and no amounts were paid or accrued under these
sections of the agreements. For the year ending May 31, 1996, $63,000
was paid or accrued for royalty expense related to the agreements, as
modified.
(f) In August 1995, the Company issued an option to Conrad C. Lysiak,
an attorney representing the Company, to purchase up to 100,000 shares
of common stock at an exercise price of $0.0001 per share. Mr. Lysiak
exercised the entire option and received 100,000 shares of common
stock. On December 27, 1995, the foregoing agreement was rescinded to
the extent that 85,000 shares were returned to the Company and exercise
price of the option paid by Mr. Lysiak was returned to him.
<PAGE> 15
(g) On January 16, 1996, the Company repurchased 21,000,000 shares of
common stock issued to the shareholders of Supercrete in conjunction
with the acquisition of Supercrete, in exchange for 84,000 pounds of
NovaCRETE.
(h) On January 24, 1996, the Company executed an agreement to acquire
all of the issued and outstanding common stock of Kwik-Mix Materials
Limited, an Ontario corporation for $1,115,241 (CDN$1,500,000). On
September 6, 1996, the foregoing agreement was mutually rescinded and
$44,610 (CDN$60,000) of the $74,349 (CDN$100,000) deposited in escrow
by the Company was refunded to it.
(i) On November 1, 1995, the Company entered into a contract for
agency service with 1154108 Ontario Inc., a corporation owned by Lee
Monaco, the wife of the Company's President, Arthur L. Smith. 1154108
Ontario Inc. facilitates the payment of all invoices and payroll
related to the Company's executive offices. The agent is reimbursed
for all disbursements on behalf of the Company and is paid a fee of 5%
of the gross disbursements. The foregoing service fee is no less
favorable than as can be obtained from independent third parties.
(j) During the fiscal year ending May 31, 1996, the Company sold an
aggregate of 485,700 shares of common stock for an aggregate sum of
$483,000. The shares were sold pursuant to Reg. S of the Securities
Act of 1933 or were issued via options from the Non-Qualified Incentive
Stock Option plan.
(k) On July 25, 1996, the Company entered into a one-year consulting
agreement with Eurasia Capital Management, Inc. to provide consulting
services for purposes of enhancing as well as expanding the Company's
existing product line and attracting public awareness to its existence.
The Company will compensate the consultant with 170,000 units. Each
unit consists of one share of common stock and one warrant to purchase
one share of common stock at a price of $3.00 (US$) per share for a
period of time of up to two (2) years from the date of issue. The
units are to be issued as follows: 75,000 on the execution date of the
agreement; 37,500 on the thirtieth day after execution; 37,500 on the
sixtieth day after execution and 20,000 shares on the ninetieth day
after execution. The Company has agreed to file a Form S-8
Registration Statement to register the shares underlying the warrant
portion of each unit. Additionally, the Company will reimburse the
consultant for all direct out-of-pocket costs incurred by the
consultant on the Company's behalf.
(l) On July 31, 1996, the Company entered into a five-year supply and
distribution agreement with Globesat Holding Corp. whereby the Company
granted the exclusive rights to market, sell and distribute the
Company's products to the countries of Argentina, Chile and Mexico.
The Company was compensated with 300,000 restricted shares of the
Globesat Holding Corp.'s common stock. In the agreement, the
distributor has minimum purchase requirements of an aggregate
$1,000,000 during the first two years of the agreement and $1,000,000
per year for years three (3) through five (5) of the agreement to
<PAGE> 16
maintain the exclusivity of the arrangement. The Company has agreed to
provide a maximum of $100,000 of product blending equipment for the
production of the Company's product. The distributor, or its approved
designee, must post an acceptable performance bond to ensure the
purchase of a minimum of 220,000 pounds of the Company's product during
the first year of the agreement in order to receive the equipment. As
an alternative to the provision of product blending equipment, the
Company shall provide the distributor with product purchase price
credits of up to $100,000. The Company has also agreed to provide
$10,000 annually for advertising and marketing support.
(m) On August 13, 1996, the Company entered into a strategic alliance
with an unrelated company, Eurotech, Inc., whereby the Company granted
an exclusive license to issue distributorship licenses for the purpose
of marketing, selling and distributing the Company's products into the
countries formerly composing the "Former USSR."
(n) On May 31, 1996, the Company executed a joint venture agreement
with Despina Patsianis, a Greek company for the purpose of
manufacturing and selling the Company's concrete additive products into
Europe, Africa and the Middle East. The Company has licensed its
technology and technological processes to the joint venture in exchange
for its 49.0% equity participation and ownership. This license
agreement and capital contribution is valued at approximately
$1,575,000, which approximates the discounted value (at 8.5%) of the
initial royalty stream guaranteed to the Company by the joint venture.
For discounting purposes, this amount is anticipated to be received in
the initial five (5) years of the joint venture and will be recognized
as income on a periodic basis as the $2 million is received by the
Company in cash.
The Company is entitled to receive 10% of the gross sales of the joint
venture as a royalty payment until the Company receives $2 million
(US$). Additionally, the joint venture will distribute an amount equal
to 50.0% of the total net after-tax profits for any operating year less
any accumulated losses from prior years and less current contributions
to reserves approved by the joint venture's Board of Directors.
However, the joint venture will make no dividend distributions until
the joint venture accumulates reserves of at least $1 million (US$).
(o) On July 31, 1996, the Company, Supercrete and Globesat
Infrastructure Technologies Corp. ("Tech"), a Utah corporation entered
into a supply and distribution agreement whereby Globesat was granted
an exclusive license to market, sell and distribute NovaCRETE and Pre-
Mix in the United States, it territories, protectorites and
possessions, subject to Tech purchasing: (1) $1,000,000 of NovaCRETE
prior to November 30, 1997; (2) $1,000,000 of NovaCRETE prior to
November 30, 1998; (3) $1,000,000 of NovaCRETE prior to November 30,
1999; (4) $1,000,000 of NovaCRETE prior to November 30, 2000; and (5)
$1,000,000 of additive prior to November 30, 2001. The Company will
contribute $10,000 annually towards the cost of Tech's advertising and
marketing.
<PAGE> 17
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K.
(a) The United States Securities and Exchange Commission has made
inquiries of the Company related to certain accounting and financial
reporting issues as reported in its quarterly filings. Accordingly,
the Company's independent accountant, S. W. Hatfield + Associates, has
deferred the release of their audit opinion until such time that all of
the issues raised by the Securities and Exchange Commission can be
satisfactorily resolved.
Accordingly, the Company will file a Form 10-K/A amending this Form
10-K to include the information required by this Item 14, as soon as, the
issued can be resolved by the Company.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the last quarter of
the period covered by this report.
(c) Exhibits.
Exhibit
No. Description
1.1 Articles of Incorporation of the Company (incorporated by
reference to Exhibit 1.1 to the Registrant's Registration
Statement on Form 10, SEC File No. 0-26112)
1.2 Amended Articles dated 12/31/68 (incorporated by reference to
Exhibit 1.2 to the Registrant's Registration Statement on
Form 10, SEC File No. 0-26112).
1.3 Amended Articles dated 8/12/93 (incorporated by reference to
Exhibit 1.3 to the Registrant's Registration Statement on
Form 10, SEC File No. 0-26112).
1.4 Amended Articles dated 10/20/93 (incorporated by reference to
Exhibit 1.4 to the Registrant's Registration Statement on
Form 10, SEC File No. 0-26112).
1.5 Amended Articles dated 5/11/95 (incorporated by reference to
Exhibit 1.5 to the Registrant's Registration Statement on
Form 10, SEC File No. 0-26112).
1.6 Amended Articles dated 5/11/95 (incorporated by reference to
Exhibit 1.6 to the Registrant's Registration Statement on
Form 10, SEC File No. 0-26112).
<PAGE> 18
(c) Exhibits - Continued
Exhibit
No. Description
1.7 Bylaws of the Company (incorporated by reference to Exhibit
1.7 to the Registrant's Registration Statement on Form 10,
SEC File No. 0-26112).
10.1 Nonqualifying Stock Option Plan (incorporated by reference to
Exhibit 10.1 to the Registrant's Registration Statement on
Form S-8, SEC File No. 33-95264).
10.2 Letter of Intent (incorporated by reference to Exhibit 10.2
to the Registrant's Registration Statement on Form S-8, SEC
File No. 33-95264 and Form 8-K dated July 31, 1995, SEC File
No. 0-26112).
10.3. Acquisition Agreement between the Company and Supercrete N/A
Limited (incorporated by reference to Exhibit 10.3 to the
Registrant's Form 8-K dated August 25, 1995, SEC File No. 0-26112).
10.4 Agreement between AMR Investments Ltd. and Supercrete N/A
Limited (incorporated by reference Exhibit 10.4 to the
Registrant's Form 8-K dated August 25, 1995, SEC File No. 0-26112).
10.5 Agreement between Supercrete N/A Limited and Kwik-Mix
Materials Limited (incorporated by reference to Exhibit 10.5
to the Registrant's Form 8-K dated August 25, 1995, SEC File
No. 0-26612).
10.6 Agreement between Research Services Corporation, Orlando A.
Battista and Suncastle Investments Limited.
10.7 Supply and Distribution Agreement with Globesat
Infrastructure Technologies Corp. for USA.
10.8 Supply and Distribution Agreement with Globesat
Infrastructure Technologies Corp. for Chile, Argentina and
Mexico.
10.9 Joint Venture Agreement with Despina Patsianis.
10.10 Strategic Alliance Agreement with Eurotech, Ltd.
10.11 Agreement with Eurasia Capital Management, Inc.
10.12 Agreement between Supercrete NA, 911014 Ontario Inc. and
Allcruz Construction & Development Corporation.
<PAGE> 19
(c) Exhibits - Continued
Exhibit
No. Description
10.13 Assignment of Interest in License Agreement between G.R.B.
Technologies Inc., Sunbow Protective Coatings Inc. And
Supercrete N/A Limited
24.1 Consent of S. W. Hatfield & Associates, CPA.
28.1 Office Lease (incorporated by reference to Registrant's
Registration Statement on Form 10, SEC File No. 0-26112).
28.2 Research Facility Lease with Lionsgate Realty Holdings, Inc.
28.3 Management Agreement with 1154108 Ontario, Inc.
28.4 Relocation Agreement with Jan Sulkiewicz.
28.5 Consulting Agreement with Smart Technologies, Inc.
28.6 Consulting Agreement with Herb Adams.
28.7 Termination Agreement with Herb Adams.
28.8 Consulting Agreement with Barry Alter.
29.9 Termination of Consulting Agreement with Barry Alter.
29.10 Letter from the Company's Treasurer to the Securities and
Exchange Commission.<PAGE>
<PAGE> 20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities and Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on the 13th day of September, 1996.
STRATFORD ACQUISITION CORP.
(Registrant)
BY: /s/ Arthur L. Smith, President
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities as follows:
SIGNATURES TITLE DATE
/s/ Arthur L. Smith Member of the Board of 9/16/96
Directors, President,
Chief Executive Officer
and Chief Financial
Officer
/s/ Jan Sulkiewicz Member of the Board of 9/19/96
Directors and Vice
President
/s/ Barry Alter Member of the Board of 9/16/96
Directors and Secretary
/s/ ____________________ Treasurer 9/19/96
<PAGE> 1
LICENSING AND CONSULTING AGREEMENT
THIS LICENSING AND CONSULTING AGREEMENT (THE "Supercrete
Agreement") made the 24th day of June, 1994.
B E T W E E N: RESEARCH SERVICES CORPORATION, a corporation duly
incorporated under the laws of the State of
Texas, United States of America
Hereinafter, called "RSC"
PARTY OF THE FIRST PARTY
- - - and - SUNCASTLE INVESTMENTS LIMITED, a corporation duly
incorporated under the laws of the Turks and
Caicos Islands, British West Indies
Hereinafter, called "POLIX"
PARTY OF THE SECOND PART
- - - and - ORLANDO A. BATTISTA, a resident of the State of
Texas, United States of America
Hereinafter called "Battista"
PARTY OF THE THIRD PART
WHEREAS RSC and/or Battista have pioneered new concrete
products, in particular superconcrete admixtures capable of
escalating compressive strengths and bulk properties of regular
concretes (referred to by same and hereinafter referred to as the
"Fastcrete Superconcrete");
AND WHEREAS RSC and Battista have extensive knowledge and
experience in the field of superconcrete chemistry and have expertise
in, and possess valuable technical information concerning,
superconcrete admixtures and bulk concrete products;
AND WHEREAS by Licensing and Consulting Agreements with RSC
and Battista dated as of this date, Polix has acquired the rights and
a license to processes whereby microcrystals can be recovered from
long chain polymers (said microcrystals being therein referred to as
"MCPs" and the rights and a license to technology for making
synthetic ivory, a synthetic polymer marble, forms of structural
carbon and graphite and theories for making diamonds from polymer
microcrystals (all of which are therein referred to collectively as
the "ICG Technology");
AND WHEREAS in addition to acquiring the rights and a
license for MCPs and the ICG Technology, Polix is desirous of
acquiring all of the rights, expertise, knowledge and a license to
the technical information and processes of RSC and Battista with
respect to the Fastcrete Supercrete on a continuing basis, together
with the consulting services of RSC and Battista, and they are
agreeable to granting and licensing same subject specifically to the
terms and provisions hereinafter contained.
<PAGE> 2
NOW THEREFORE WITNESSETH that in consideration of the
premises, the terms and provisions hereinafter contained, and for
other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by each of the Parties hereto, they
agree each with the others as follows:
ARTICLE I - INTERPRETATION
1.1 The Headings of the Articles of this Agreement are
inserted for convenience of reference only, and shall not affect the
meaning or construction hereof.
1.2 This Agreement shall be construed and interpreted in
accordance with the Laws of the State of Texas, Untied States of
America.
1.3 If any provision contained herein is determined to be
void or unenforceable in whole or in part, it shall not be deemed to
affect or impair the validity of any other provision herein, and each
such provision is deemed to be separate and distinct.
1.4 This Agreement constitutes the entire agreement
between the Parties hereto, pertaining to the licensing and
consulting arrangement as between them, and there are not, and shall
not be, any oral statements, representations, warranties,
undertakings or agreements between the Parties, and this Agreement
may not amended or modified in any respect except by written
instrument signed by all of the Parties hereto. Provided that this
Agreement and the terms and provisions herein contained, may be
waived, altered, modified or amended on the consent of all of the
Parties hereto, provided that no waiver, alteration, modification or
amendment of any of the terms or provisions shall be binding unless
the same be in writing, signed by all of the Parties hereto.
1.5 Where used in this Agreement, unless there is
something in the context or the subject matter inconsistent
therewith, the following terms shall have the following meanings
respectively:
(i) Effective Date - shall be the date on which
the grant and license to Polix commences, which shall be
the date of this Agreement;
(ii) Gross Sales - shall include all amounts
invoiced for Supercrete Product (as hereinafter defined) by
Polix, its affiliates, subsidiaries or sub-licensees for
which payment has been received, less any allowances for
returns, discounts, handling and shipping costs and any
taxes applicable thereto;
(iii) Supercrete Technology - shall be
inclusive of all technology, theories, data, records,
processes and other information which are the property of
RSC and/or Battista related to making any admixtures,
<PAGE> 3
products and/or materials capable of escalating compressive
strengths and bulk properties of regular concretes, and/or
in any other manner enhancing or improving any
characteristics or properties of cement or concrete;
(iv) Patents - shall mean any patents issued
and/or filed, and any patent applications using both the
United States of America and foreign patent properties, as
they relate to the Technical Information, Processes or
Supercrete Product all as hereinafter defined and shall be
inclusive of any and all Trade Marks and Trade Names
related to Technical Information and Processes whether
registered or unregistered. For the purpose of this
Agreement, all of same in existence or in effect as of the
Effective Date of this Agreement are as listed in Schedule
"A" hereto;
(v) Processes - shall include any and all
technology conceived and/or developed by RSC and/or
Battista utilizing the Technical Information (as
hereinafter defined) and/or the Supercrete Technology for
the development, manufacture and production of all types of
Supercrete Products as hereinafter defined;
(vi) Supercrete Product - shall mean any
proprietary material produced by Polix, its affiliates,
subsidiaries or sub-licensees during the term of this
Agreement utilizing the Technical Information and/or
implementing the Processes as they relate specifically to
the Supercrete Technology;
(vii) Technical Information - shall include
any and all expertise, knowledge, research and development
information, specifications, technology and methods
conceived, developed and/or owned by RSC and/or Battista,
or in the possession of same, as the same relates to the
Supercrete Technology and its use and application in the
development and/or manufacture and production of Supercrete
Product and other products incorporating same, together
with any Patents related thereto.
1.6 This Agreement, the terms and provisions herein
contained and all of the rights and obligations herein created and
provided for shall be binding upon and enure to the benefit of each
of the Parties hereto together with their respective heirs,
executors, administrator, successors and assigns. Without
limiting the generality of the foregoing, such shall be inclusive of
any royalty and consulting fee payments to RSC and Battista, whether
or not Battista is able to perform personally.
1.7 Words incorporating the singular number only shall
include the plural, and vice verse, and words incorporating the use
of any gender shall include all genders.
<PAGE> 4
ARTICLE II - EXCLUSIVITY
2.1 RSC and Battista by the execution of this Agreement
hereby warrant and represent that none of the rights hereby granted
and licensed to Polix are subject to any agreement or arrangement
whether written or unwritten, with any other party, or under any law,
which would in any manner limit, restrict or effect the rights and
entitlement hereby granted and licensed to Polix.
ARTICLE III - GRANT AND LICENSE
3.1 RSC and Battista warrant and represent that they have
jointly, or severally in their individual capacities, conceived and
developed the Technical Information and Processes, and that thee are
the sole and exclusive owners thereof.
3.2 Without limiting the generality of sub-paragraph 3.1,
RSC and Battista further warrant and represent that they have
developed or acquired, and own theories and processes for making
Supercrete Product, all of which shall be deemed to be and be
components or Supercrete Technology.
3.3 RSC and Battista jointly and severally grant to Polix,
the exclusive right and license to use the Technical Information
worldwide, and in so doing to utilize the Processes and manufacture
and produce the Supercrete Product without contest or interference
from any other party. Such grant shall be inclusive of any and all
Patents related thereto, which for the purpose of clarification shall
also include Trade Marks and Trade Names, whether registered or
unregistered.
3.4 Such right and license shall, subject to earlier
termination as hereinafter specifically provided for, be granted for
the life of any Patents plus 21 years, or for so long as a Supercrete
Product is sold by Polix, or any of its sub-licensees, anywhere in
the world whether or not covered by any Patent.
3.5 It is expressly understood and agreed that any Patents
issued to RSC and/or Battista, or which are the property of either of
them, and any laboratory or documented records, trade secretes and
legally witnessed notebook records or other information related to
the Supercrete Technology in existence prior to the Effective Date
shall be the exclusive property of Polix, provide however, that all
patents, records, trade secretes and other data not related to the
Supercrete Technology as above shall be and remain the exclusive
property of RSC and/or Battista.
3.6 Any and all new developments, innovations,
modification or improvements to the Technical Information as
conceived and/or implemented by either of RSC and/or Battista, or
Polix after the Effective Date, shall be and remain the property or
Polix, provided that in the event any application is made to patent
some or all of the same in any jurisdiction, Polix shall pay and
satisfy any cost related thereto.
<PAGE> 5
3.7 RSC and Battista hereby undertake, covenant and agree
that upon the execution of this Agreement, they shall fully divulge
and deliver to Polix any and all Technical Information and Processes
related thereto, and further that in the event of any innovation,
modification or improvement to the Technical Information and/or
Processes, or any new development with respect thereto, they shall
forthwith disclose and provide full particulars thereof to Polix.
Provided that in the vent, Polix is determined to be in default under
this Agreement, then and in that event all of the same shall revert
to RSC and/or Battista.
3.8 Provided it complies with the provisions hereinafter
contained respecting confidentiality, and is not otherwise in default
under this Agreement, Polix shall be entitled and empowered to grant
sub-licenses of its rights under this Agreement to any other party or
parties ad the same relate to the Processes respecting the
manufacture and production of the Supercrete Product, and the
Supercrete Product. In such event, the sublicensee shall be provided
with a copy of this Agreement, and shall enter an Indenture in
writing with Polix whereby such sub-licensee shall undertake,
covenant and agree to be bound by all of the terms and provisions
herein contained as applicable thereto.
3.9 The Parties hereto undertake, covenant and agree to
cooperate each with the other in applying for and obtaining any
Patents as deemed necessary or advisable with respect to the
Technical Information and Processes, or any developments,
innovations, improvements or modifications thereto, both with the
United States of America or any other jurisdiction, provided that
Polix as the owner thereof, shall be responsible for all expenses in
filing and obtaining such Patents, and any maintenance cots with
respect to those which are or become its property.
3.10 Polix may institute and take action with respect to
the infringement of any Patents, which shall be inclusive of Trade
Marks and Trade Names, such to be at its cost and expense, provided
that as applicable, RSC and/or Battista will fully cooperate and
assist Polix with respect thereto.
ARTICLE IV - LICENSE FEE, ROYALTIES AND OTHER CONSIDERATION
4.1 Polix shall pay to RSC and Battista, or as so directed
by same, during the term of this Agreement, a royalty fee equal to 2%
of all of its Gross Sales, which shall be inclusive of those of Polix
as well as any and all of its sub-licensees.
4.2 Such royalty fee shall be payable quarter yearly,
within 30 days after the end of each quarter of each calendar year
during the term of this Agreement, the first of such payments to
commence on the first quarter yearly date following the date of this
Agreement.
<PAGE> 6
4.3 Such royalty payments shall be made in U.S. dollars,
provided that if the Gross Sales are in other than U.S. currency, the
U.S. dollar equivalent shall be determined fro the exchange rate
prevailing as of the date of payment.
4.4 Polix shall be fully responsible, both for itself and
any and all sub-licensees, to assure complete and detailed records
are retained which reflect any and all sales of Supercrete Product,
and itemize all Gross Sales including any deductions therefrom. Such
records shall be available for inspection by RSC and/or Battista, or
their duly authorized agent at all reasonable times.
4.5 Polix shall provide and deliver to RSC and Battista
with each royalty payment, and in substantiation thereof, a detailed
summary of all Gross Sales of both itself and any and all sub-licensees.
4.6 Polix further undertakes, covenants and agrees that
immediately following the execution of this Agreement by all of the
Parties hereto, or as soon as the same are authorized for issuance,
whichever shall be the sooner, it shall cause to be issued and
delivered to Battista. It shall be caused to be issued and delivered
to Battista a certificate or certificates for 500,000 of the Common
Shares of the Public Corporation (as * the Public Corporation is
capitalized on August 31, 1994), intended to be acquired and/or
incorporated, and to which the North American rights and license of
Polix as herein provided for are to be licensed.
* To the extent Polix is able to arrange it, the said
500,000 Shares to be transferred to Battista shall be free trading
shares, provided in any case Battista shall not sell, without the
prior written consent of Polix, any of the said shares before January
2, 1995, and after this date not more than 1,000 shares per day or
more than 10,000 share in any one month.
ARTICLE V - CONSULTING ARRANGEMENT
5.1 RSC and Battista hereby undertake, covenant and agree
that they, or either of them as necessary, shall serve and act as
consultants to Polix and/or any of its sub-licensees if and as
reasonably required by same, in advising and/or assisting Polix, and
any sub-licensee with respect to any and all matters related to the
Technical Information and Processes necessary to manufacture and
produce the Supercrete Product. Without limiting the generality of
the foregoing, such shall include assistance in the establishment of
facilities for the manufacture and production of the Supercrete
Product, and the application and use of the Technical Information and
Processes with respect thereto.
<PAGE> 7
5.2 RSC and Battista shall serve in such capacity as
consultants for a period of three (3) years from the date of this
Agreement. Provided that should Battista retain good health and
remain competent to act as a consultant, Polix may at its sole and
exclusive option renew such consulting services on a year by year
basis at the same remuneration as provided for in sub-paragraph 5.3.
5.3 In consideration for their services as consultants,
RSC and Battista, or as they may in writing direct, shall be paid the
sum of $5,000 U.S. per month, commencing on the last day of the month
immediately following the month of the Effective Date.
5.4 Provided Polix may cancel the consulting arrangement
if RSC and Battista at any time on six (6) months written notice
delivered to RSC and Battista together with payment of an amount
equal to the consulting fee for the said six (6) month period payable
in advance.
5.5 Provided Polix approves of same prior to being
incurred, it shall reimburse RSC and/or Battista for any reasonable
travel or out-of-pocket expenses related to the performance of such
consulting services.
5.6 In the event Polix requests RSC and/or Battista to
undertake specific research and development programs which include
laboratory time, it shall pay to same the sum of $1,500 U.S. per day
for each fully day of such laboratory time, which amount shall be
inclusive of the sue of the laboratory and all personnel involved in
such research and development thereat. In such event, Polix shall
provide, and satisfy, the direct cost of any chemicals or special
equipment necessary for such purpose.
5.7 On the basis the consulting services are dependent on
the personal competence, availability and involvement of Battista, in
the event of his death, or that he should become physically or
mentally incapacitated whereby he is unable to perform such service,
then any obligation by Polix for payment of the consulting fee as
provided for in sub-paragraph 5.3 shall cease on the last day of the
month immediately following the month of his death or that in which
he becomes incapacitated.
ARTICLE VI - CONFIDENTIALITY
6.1 It is expressly understood and agreed by each of the
Parties hereto that all of the Technical Information and Processes,
as well as, their use and application, saving such as may be in the
public domain, is of a highly proprietary and confidential nature,
and that disclosure to any other party could cause, or result in,
considerable damage and loss.
6.2 Each of the Parties hereto undertakes, covenants and
agrees to retain any and all of the Technical Information and
Processes, as well as, information relating to their use and
application, in the strictest confidence, and saving as necessary to
<PAGE> 8
manufacture, product, market or sell the Supercrete Product, or apply
for and obtain patents or governmental approvals, not to disclose or
divulge to any other party, any information with respect thereto.
6.3 In the event Polix should grant any sub-licenses of
its rights and entitlement hereunder to any third party, it shall not
provide any particulars or information respecting the Technical
Information, saving that as necessary to apply the Processes in the
manufacture and production of the Supercrete Product.
6.4 Each of the Parties hereto shall take all reasonable
steps and effect all necessary procedures to minimize the disclosure
of the Technical Information and Processes, and in so doing shall
ensure that any and all of their employees, or any other parties
involved in the utilization thereof, enter confidentiality agreements
with respect thereto.
6.5 Any and all documentation or other material related to
or incorporating the Technical Information and Processes shall at all
times be held and retained by each of the Parties hereto in a secure
place of safekeeping.
6.6 Any and all information respecting the business
operation Polix, or any of it sub-licensees, which shall come to the
knowledge of RSC and/or Battista, shall be treated as strictly
confidential, and not be divulged or revealed by either of same to
any other party.
ARTICLE VII - VESTING
7.1 In the event of default of any payment by Polix as
herein provided for RSC and/or Battista may forthwith provide Polix
with notice thereof in writing. Provided that if Polix does not
satisfy any payment within 60 days after the date of receipt of any
such notice, then and in that event this Agreement and the right and
entitlement hereby granted and licensed shall be deemed to be
terminated, in which event Polix shall forthwith return and deliver
to RSC and/or Battista any and all of the Technical Information which
shall revert to and vest in same.
7.2 In the event of the death of Battista during the term
of this Agreement, then and in that event, the Technical Information
saving and excepting articles and memorabilia which are indisputably
personal effects of Battista, shall become the property of and vest
in Polix, such being expressly subject to its continuing to preform
under the terms of this Agreement, in particular with respect to the
accountability for and payment of the royalty fee as provided for in
sub-paragraphs 4.2 and 4.5 herein.
<PAGE> 9
ARTICLE VIII - NOTICE
8.1 Any notice required or permitted under the terms of
this Agreement, shall be deemed to have been effectively given by
either fax transmission or forwarding the same by pre-paid courier,
in the case of RSC and Battista c/o Dr. O.A. Battista, Research
Services Corporation, 3863 S.W. Loop 820, Suite 100, Fort Worth,
Texas 76133-2063 - FAX (817) 924-2893 - Telephone (817) 292-4272; and
in the case of Polix to its Canadian Counsel, Rayner, White, Mills,
Grant (Attention: G. Colin Rayner) Suite 210 - 3600 Billings Court,
Burlington, Ontario L7N 3N6 - FAX (905) 632-4520 - Telephone (905)
632-8123; or such other address and/or fax number as either of the
Parties may be notice in writing to the other so designate.
8.2 Such notice shall be effective as of the time and date
of delivery on a Party.
ARTICLE IX - ARBITRATION
9.1 In the event of any question, disagreement or dispute
between RSC and/or Battista on the one part and Polix on the other
part, either related to the interpretation of this Agreement, any
matter as referred to herein or their relationship with each other,
which cannot be mutually resolved as between them, then and in that
event the matter shall be resolved by arbitration proceedings.
9.2 Such arbitration proceedings shall be conducted at a
location as close in proximity as possible to a point equal distance
between the Province of Ontario, Dominion of Canada and the State of
Texas, United States of America.
9.3 It is expressly understood and agreed that any matter
requiring legal interpretation shall be interpreted in accordance
with the Laws of the State of Texas, United States of America, and
nay matter which relates to a factual situation shall be based on
those facts which are deemed to be and are of relevance.
9.4 Each of RSC and/or Battista as one Party, and Polix as
the other Party, shall select one party to represent it or him
as arbitrator, each of the parties so selected as arbitrator to
select as between them one other party independent therefrom, the
three parties so selected to be arbitrator or who shall be apprised
of all facts and matters in issue as between the Parties hereto. The
disagreement shall be resolved by a majority decision of the three
arbitrators, which decision shall be final and binding on the Parties
hereto. Provided that should either of the said Parties be unwilling
or unable to select one party to represent it or him, or should the
two parties selected by the said Parties be unable to mutually select
one more, or should the three parties so selected be unable to reach
a decision, then the matter shall be resolved pursuant to the
provisions of the Uniform Commercial Code of the United States of
America.
<PAGE> 10
IN WITNESS WHEREOF the Research Services Corporation has
executed this Agreement as evidenced by the signatures of the duly
authorized signing Officers who have authority to bind the
Corporation.
RESEARCH SERVICES CORPORATION
BY: /s/ O.A. Battista, Chairman and President
IN WITNESS WHEREOF Suncastle Investments Limited has
entered this agreement through its Directors duly authorized in that
regard.
SUNCASTLE INVESTMENTS LIMITED
BY: IMM MANAGEMENT LTD. DIRECTOR
Per:
BY: AINCORP LTD. DIRECTOR
Per:
IN WITNESS WHEREOF Orlando A. Battista has set his hand and
seal.
SIGNED, SEALED AND DELIVERED )
in the presence of: )
) /s/ ORLANDO A. BATTISTA
Mary Kricfalusi
<PAGE> 1
SUPPLY AND DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of the 31st day of July,
1996.
B E T W E E N :
SUPERCRETE N/A LIMITED, a corporation
incorporated pursuant to the laws of the
Turks & Caicos Islands, British West Indies
(hereinafter "Supercrete")
- and -
GLOBESAT INFRASTRUCTURE TECHNOLOGIES CORP., a
corporation incorporated pursuant to the laws
of State of Utah, U.S.A.
(hereinafter "Globesat")
- and -
STRATFORD ACQUISITION CORP., a corporation
incorporated pursuant to the laws of the
State of Minnesota, U.S.A.
(hereinafter "Stratford")
WHEREAS Supercrete is the owner of the Technology (as
hereinafter defined), and in conjunction therewith owns the
exclusive rights to manufacture, market, sell and distribute the
Additive (as hereinafter defined) throughout certain countries of
the world;
AND WHEREAS Supercrete is a wholly-owned subsidiary of
Stratford;
AND WHEREAS Globesat wishes to obtain from Supercrete,
and Supercrete has agreed to grant, the exclusive rights to
market, sell and distribute the Additive in the Exclusive
Territories (as hereinafter defined);
AND WHEREAS Stratford has agreed to provide Globesat
with Technical Assistance (as hereinafter defined) in connection
with the foregoing, all upon the terms and conditions contained
herein;
NOW THEREFORE this Agreement witnesses that in
consideration of the payments and mutual covenants herein and
other good and valuable consideration (the receipt of which is
hereby acknowledged by the parties hereto), the parties agree as
follows:
<PAGE> 2
ARTICLE I - DEFINITIONS
1.01 In this Agreement, the following terms shall have the
following meanings unless the context implies otherwise:
"Additive" means the cementitious additive which has been
developed by and is manufactured and distributed by Stratford,
sometimes under the trade mark "Novacrete", and which is combined
with one or more aggregates to manufacture Pre-Mix, and any and
all new developments, innovations, modifications or improvements
to such additive as conceived, developed or implemented by
Stratford;
"Agreement" means this supply and distribution agreement, as may
be amended from time to time;
"Exclusive Territories" means those countries as set out in
Schedule "A" attached hereto to this Agreement;
"Globesat" means Globesat Infrastructure Technologies Corp., its
parent, subsidiaries and affiliates, or any other form of entity
or organization, of which Globesat may or may not be a party,
partner or shareholder, as the case may be, and its designees;
"person" means and includes any individual, corporation,
partnership, firm, joint venture, syndicate, association, trust,
government, governmental agency or board or commission or
authority;
"Pre-Mix" means any ready-to-use mortar mixture which employs the
Additive;
"Stratford" means Stratford, its subsidiaries and affiliates,
including Supercrete;
"Technical Assistance" has the meaning ascribed thereto in
Section 7.01 hereof; and
"Technology" includes, without limitation, any one or more of the
knowledge, information, know-how, manufacturing equipment, plant,
set-up, design and technology to combine Additive and any one or
more aggregates for the purpose of manufacturing Pre-Mix or any
other enhanced concrete product whatsoever, and the knowledge,
information and know-how to locate suitable sources of local
aggregates to combine with Additive to manufacture Pre-Mix or any
other enhanced concrete product whatsoever, in any particular
country, part of a country, territory or part of a territory.
<PAGE> 2
ARTICLE II - APPOINTMENT OF EXCLUSIVE DISTRIBUTOR
2.01 During the term of this Agreement, and otherwise
subject to the terms and conditions contained herein, Stratford
hereby appoints Globesat as its sole and exclusive distributor of
the Additive and Pre-Mix in the Exclusive Territories. Globesat
hereby accepts such appointment.
2.02 Without limiting the generality of the appointment
referred to in Section 2.01 hereof, Globesat shall have the right
to market, sell and distribute the Additive and Pre-Mix to any
person, or to appoint sub-distributors, on either an exclusive or
non-exclusive basis, in the Exclusive Territories.
2.03 During the term of this Agreement, Stratford covenants
and agrees that it shall not market, sell or distribute the
Additive or Pre-Mix to any person (other than Globesat) within
any of the Exclusive Territories, nor shall it market, sell or
distribute the Additive or Pre-Mix to any person (other than
Globesat) who does or who intends to market, sell or distribute
the Additive or Pre-Mix within the Exclusive Territories.
2.04 Stratford shall not knowingly market, sell or
distribute the Additive or Pre-Mix to any person outside of the
Exclusive Territories for import into the Exclusive Territories.
If Stratford learns that any of its distributors or customers
(other than Globesat) are exporting such products into the
Exclusive Territories, it will take such steps, to the extent
permitted by applicable laws, to ensure that such distributor or
customer ceases to export such products into the Exclusive
Territories.
ARTICLE III - APPOINTMENT OF NON-EXCLUSIVE DISTRIBUTOR AND
RIGHT OF FIRST REFUSAL
3.01 During the term of this Agreement, and otherwise
subject to the terms and conditions contained herein, Stratford
hereby appoints Globesat as an authorized distributor in respect
of the Additive, with the right to market, sell and distribute
the Additive anywhere in the world, except for Canada, the United
States of America, the Philippines, Greece and Macedonia.
Globesat hereby accepts such appointment.
3.02 During the term of this Agreement, if Stratford agrees
that upon notification in writing provided to Stratford that
Globesat has entered into a binding letter of intent with a
potential distributor or blender in respect of the Additive, a
copy of which Globesat must provide to Stratford, Stratford shall
provide notification to its other authorized suppliers that the
proposed exclusive territory named in such letter of intent
proposed to be provided to such distributor or blender has been
claimed by Globesat.
<PAGE> 4
3.03 Globesat shall have two (2) , or such further amount of
time as Stratford and Globesat may mutually agree, in which to
formalize a distributor or blending agreement with the potential
distributor or blender, failing which the proposed exclusive
territory shall be available to be claimed by any other
authorized supplier of Stratford in the same manner that Globesat
was able to claim such proposed exclusive territory.
ARTICLE IV - SUPPLY OF ADDITIVE AND PRE-MIX
4.01 Stratford covenants and agrees that it shall at all
times, and within a commercially reasonable time, make available
to Globesat sufficient supply of Additive and Pre-Mix that may be
required by Globesat, from time to time, to satisfy all of
Globesat's demand, from time to time.
4.02 Stratford agrees to use its best efforts to meet the
delivery dates specified in all purchase orders for Additive
and/or Pre-Mix placed by Globesat with Stratford. Stratford
shall promptly notify Globesat of any delay or anticipated delay
in meeting such delivery date and shall notify Globesat of the
date on which it believes delivery will be made. Title to the
product which is the subject of a purchase order shall pass upon
shipment from Stratford's North American manufacturing
facilities.
4.03 (a) Commencing from the date of this Agreement until the
expiry of the second anniversary thereof, unless the
parties otherwise agree in writing, the purchase price
of Additive from Stratford by Globesat shall be four
dollars ($4.00) per pound, subject to any applicable
volume discounts which may be provided by Stratford.
(b) Upon the expiry of the second anniversary following the
date of this Agreement, and upon completion of each
full year thereafter, the purchase price at which
Stratford sells Additive to Globesat hereunder may be
increased by Stratford, upon a minimum of ninety (90)
days advance notice in writing prior to such date, by
an amount equal to the increase in Stratford's cost,
acting reasonably. Stratford agrees to provide
Globesat with such supporting documentation as may be
required to satisfy Globesat of the amount of any
increase in Stratford's cost.
(c) During the term of this Agreement and any renewals
hereof, the purchase price of Pre-Mix from Stratford by
Globesat shall be based upon the prevailing wholesale
prices, having regard to the quantity ordered, the size
of the bag of Pre-Mix, and the type and specifications
of any particular Pre-Mix, subject to any applicable
volume discounts which may be provided by Stratford.
<PAGE> 5
4.04 Globesat acknowledges and agrees that the purchase
prices for Additive and Pre-Mix referred to above are exclusive
of any applicable taxes, duties and levies whatsoever which may
be imposed on the purchaser or importer of same in any applicable
jurisdiction, and exclusive of any applicable shipping, handling
or cartage charges. Unless otherwise agreed by the parties in
writing, the above-noted prices are deemed to be F.O.B
Stratford's North American manufacturing facilities.
4.05 During the term of this Agreement and any renewals
hereof, Stratford covenants and agrees that, subject to volume
discounts which are also afforded to Globesat, it shall not sell
Additive or Pre-Mix to any other person, anywhere in the world,
for an amount less than the amount at which it sells Additive or
Pre-Mix to Globesat hereunder.
4.06 Globesat shall pay all amounts owing to Stratford for
any Additive and Pre-Mix purchase orders within thirty (30) days
of receipt of funds by Globesat from any person. The terms of
payment may be changed or modified by the parties upon mutual
agreement at any time.
4.07 Provided that Technology is applied by Globesat in a
substantially correct manner (i.e., for grater certainty, the
additive is formulated correctly), Stratford warrants that all
Additive supplied to Globesat shall be free from defects of
workmanship and shall be fit for the purpose of blending to
manufacture a superior quality mortar with pre-determined
performance specifications. Stratford shall replace, at its sole
cost and expense (including shipping and handling expenses), any
Additive which is not fit for such purpose or which is defective
or faulty so as to be unsaleable and which Globesat returns to
Stratford. Stratford warrants that all Pre-Mix supplied to
Globesat shall be free from defects of workmanship. Stratford
shall replace, at its sole cost and expense (including shipping
and handling expenses), any Pre-Mix which is defective or faulty
so as to be unsaleable and which Globesat returns to Stratford.
4.08 The warranties applicable to each of the Additive and
Pre-Mix sold to Globesat under this Agreement shall conform to
the separate manufacturing product warranties then in effect with
respect to such products and Globesat agrees to inform its
customers and distributors of such warranties and any changes
thereto that Stratford supplies to Globesat from time to time.
4.09 For greater certainty hereunder, the parties agree that
the price at which Globesat sells Additive and/or Pre-Mix to any
person shall be at Globesat's sole and absolute discretion.
<PAGE> 6
ARTICLE V - PERFORMANCE AND PRODUCT DISTRIBUTION
5.01 During the term of this Agreement, Globesat covenants
and agrees that it shall use its reasonable best efforts to
market and promote the Additive, Pre-Mix, and the goodwill
associated therewith.
5.02 During each year of the term of this Agreement and any
renewals hereof, Stratford covenants that it shall contribute the
amount of ten thousand dollars ($10,000) annually towards the
cost of any advertising and marketing materials to be used by
Globesat in conjunction with Globesat's marketing of the Additive
and Pre-Mix, provided that Stratford shall have the right to
review and revise any such materials to ensure that same
accurately informs as to the specifications, standards, and
performance of the Additive and any Pre-Mix.
5.03 Subject to Section 5.06 hereof, Globesat shall be
required to meet the following minimum purchase quotas during the
initial term of this Agreement:
(a) during the first two years of the term, Globesat shall
be required to purchase a minimum of one million
dollars ($1,000,000) of Additive;
(b) during the third year of the term, Globesat shall be
required to purchase a minimum of one million dollars
($1,000,000) of Additive;
(c) during the fourth year of the term, Globesat shall be
required to purchase a minimum of one million dollars
($1,000,000) of Additive;
(d) during the fifth year of the term, Globesat shall be
required to purchase a minimum of one million dollars
($1,000,000) of Additive;
provided that any annual purchase requirement may be reduced to
the extent that any preceding annual purchase requirement has
been exceeded, such that the purchase requirements for any year
does not exceed the amount stated above in each subparagraph.
5.04 Globesat may, at its option, pay to Stratford the
difference between the amount of purchases in any given year and
the minimum annual purchase requirement for such year.
5.05 Should Globesat fail to meet any minimum annual
purchase requirement as aforesaid, the rights granted to Globesat
in Article II hereunder shall thereupon become non-exclusive
rights in respect of the Exclusive Territories upon thirty (30)
day's written notice by Stratford to Globesat specifying same.
Notwithstanding the provisions of Section 11.04 hereof, this
<PAGE> 7
section is the sole remedy of Stratford in respect of the failure
of Globesat to meet any minimum annual purchase requirements as
aforesaid.
5.06 In the event that Stratford is unable to supply
Globesat with sufficient Additive or Pre-Mix to meet any of its
minimum annual purchase requirements in any annual period, then
the minimum annual purchase requirement for such period shall be
reduced to an amount equal to the quantity of product supplied by
Stratford in that period.
ARTICLE VI - ISSUANCE OF GLOBESAT SHARES
6.01 In consideration of the appointments of Globesat
hereunder, Globesat Holding Corp. shall cause to be issued three
hundred thousand (300,000) "restricted" shares in the common
stock of Globesat Holding Corp. to Stratford. Such shares shall
be subject to the provisions of Rule 144 of the United States
Securities Act of 1933 and a hold period of two (2) years from
the date hereof. Such shares shall be issued by Globesat Holding
Corp. no later than August 13, 1996, otherwise this Agreement
shall become null and void.
ARTICLE VII - TECHNICAL ASSISTANCE AND TRAINING
7.01 Stratford covenants and agrees that, subject to the
confidentiality provisions contained herein, upon the request of
Globesat, it shall promptly provide Globesat and any person
designated by Globesat with such technical assistance as will
enable such person to manufacture Pre-Mix of saleable quality
("Technical Assistance"), including without limitation,
assistance in sourcing local aggregates, assistance in utilizing
and/or modifying Globesat's existing mortar blending equipment,
and assistance in establishing the proper combination of Additive
and local aggregates, all of which aim for and will result in
Globesat being able to properly and efficiently blend the
Additive with such local aggregates to manufacture Pre-Mix
meeting specified saleable requirements.
7.02 Stratford covenants and agrees that in respect of each
distributor arrangement, blending operation established by
Globesat in respect of the Additive, it shall provide to Globesat
all of the necessary blending equipment required for the
distributor to commence blending operations, to a maximum of one
hundred thousand dollars ($100,000) of blending equipment,
provided that the distributor or blender, as the case may be,
posts a performance bond, acceptable to Stratford, to ensure the
purchase of a minimum of two hundred and twenty thousand pounds
(220,000 lbs.) of Additive during the first year of the initial
term of any such distributor or blending agreement.
<PAGE> 8
7.03 In the alternative to the provision of equipment as
provided in Section 7.02 hereof, at the option of Globesat,
Stratford shall provide a product purchase price credit to
Globesat in the amount of one hundred thousand dollars
($100,000), to be applied against any order of Additive or Pre-
Mix of equal or greater value.
7.04 Technical Assistance and support shall be provided by
Stratford, its agents, and employees, as requested or required,
provided that Stratford shall be solely responsible for the costs
associated with the provision of initial Technical Assistance to
implement and commence the manufacturing/blending process, which
Technical Assistance shall be limited to the provision of one
qualified Stratford agent or employee for and during a period of
seven (7) days only, along with all written materials regarding
the manufacture of Pre-Mix then available, and thereafter
Globesat shall be responsible for Stratford's reasonable costs
incurred in providing any additional Technical Assistance.
7.05 Stratford shall provide initial technical training to
such agents and employees of Globesat that may require same for
the performance of their duties, provided that Stratford shall be
solely responsible for the costs associated with the provision of
initial technical training to a reasonable number of agents
and/or employees, which technical training shall be limited to
the provisions of one qualified Stratford agent or employee for
and during a period of seven (7) days only, and thereafter
Globesat shall be responsible for Stratford's reasonable costs
incurred in providing any additional technical training or
retraining.
ARTICLE VIII - COVENANTS OF STRATFORD
8.01 Stratford warrants, covenants and agrees that it has
the right to enter into this Agreement and to grant to Globesat
the exclusive distributorship arrangements outlined herein in the
Exclusive Territories and agrees to indemnify and save harmless
Globesat, its officers and employees, in connection with any
claims which might be asserted against Globesat by others
claiming title to the Additive or Pre-Mix or a prior right
granted by Stratford to distribute such products in the Exclusive
Territories. Upon the execution of this Agreement, Stratford
agrees to provide notice to any of its authorized suppliers and
agents of the exclusive distributorship granted to Globesat
hereunder.
8.02 Stratford covenants and agrees that it shall refer all
inquiries regarding the purchase of Additive or Pre-Mix within
any such Exclusive Territories to Globesat.
<PAGE> 9
8.03 Stratford covenants and agrees that, upon execution of
this Agreement, it shall fully divulge and deliver to Globesat
any and all information and particulars with respect to the
Technology and the Additive as necessary or required, and the
technical information and processes related thereto. In the
event of any innovation, modification or improvement to such
technical information and processes, or any new development with
respect thereto, it shall forthwith disclose and provide full
particulars to Globesat for its use and implementation, subject
to the terms and conditions contained herein.
ARTICLE IX - AGENTS
9.01 Globesat shall be permitted to engage and employ such
agents to assist Globesat in carrying out its duties and
responsibilities hereunder, upon such terms and conditions as
Globesat, in its sole and absolute discretion deems acceptable.
9.02 It is expressly understood and agreed that Globesat
shall be solely responsible for any remuneration or commissions
earned or expenses incurred by any agents and shall, under no
circumstances, be entitled to any reimbursement of any such
expenses whatsoever from Stratford.
ARTICLE X - CONFIDENTIALITY
10.01 Globesat covenants and agrees not to use or disclose to
any third party or use at any time contrary to the interests of
Stratford any trade secrets, confidential information, knowledge
or data relating to the business and affairs of Stratford, the
Technology, or the Additive that Globesat may have, obtain or
acquire as a result of this Agreement, other than in the
performance of its duties and obligations hereunder, and in
connection therewith Globesat agrees to execute and abide by any
confidentiality agreement that Stratford may from time to time
require, acting reasonably.
10.02 Neither party shall directly or indirectly, at any
time, without the express written consent of the other, publish,
disclose or divulge to any person any trade secrets, knowledge,
data, or confidential information of any nature relating to the
business and the affairs of the other party, or relating to any
of the particulars of the relationship between Stratford and
Globesat created hereunder, which either may have imparted to the
other or which they may acquire or become aware of during or as a
result of the appointment of Globesat herein.
10.03 Without in any way limiting the generality of the
foregoing, Stratford specifically covenants and agrees that it
shall maintain the confidentiality of the cost to Globesat of
Additive and Pre-Mix from Stratford, and shall under no
circumstances disclose same to any person.
<PAGE> 10
10.04 The provisions of this Article X shall survive the
termination or non-renewal of this Agreement.
ARTICLE XI - TERM AND TERMINATION
11.01 This Agreement shall be for an initial term of five (5)
years, and shall thereafter be renewable automatically on a year
to year basis, unless otherwise terminated for cause as provided
hereunder.
11.02 If Globesat gives Stratford ninety (90) days' written
notice prior to the expiry of the Initial Term, at the option of
Globesat, this Agreement shall be renewable for a further five
(5) year period (the "Extended Term") provided that Globesat has
paid to Stratford the amounts set out in Article V hereof during
the Initial Term. The terms and conditions of this Agreement
shall remain in full force and effect, unamended, during the
Extended Term, with the exception of Section 5.03, which shall
provide for minimum purchase quotas for each of the five years
during such term equal to the mean of total purchases by Globesat
of Additive in years three to five, inclusive, of the Initial
Term. Globesat, will have the option to renew this Agreement for
an additional five (5) year term thereafter on the same terms and
conditions as under the Extended Term, with the exception of
Section 5.03, which shall provide for minimum purchase quotas for
each of the five years during such term equal to the mean of
total purchases by Globesat of Additive in years three to five,
inclusive, of the Extended Term.
11.03 Either party may terminate this Agreement at any time
without notice, if the other party:
(a) makes an assignment for the benefit of its creditors;
or
(b) is adjudicated bankrupt or becomes voluntarily or
involuntarily subject to any proceedings for the
benefit of its creditors.
11.04 Either party may terminate this Agreement at any time,
if the other party fails to comply with any material term or
condition of this Agreement or fails to fulfil or comply with any
obligation undertaken by it pursuant to this Agreement and such
default is not cured within thirty (30) days of written notice
given in respect thereof.
ARTICLE XII - GENERAL PROVISIONS
12.01 Any notice or other communications (a "Notice")
required or permitted to be given hereunder shall be in writing
and shall be delivered in person, transmitted by facsimile or
sent by registered mail, charges prepaid, addressed as follows:
<PAGE> 11
(a) if to Supercrete:
5420 North Service Road
5th Floor
Burlington, Ontario L7L 6C7
Attention: Mr. Arthur Smith
Facsimile No: (905) 319-6414
(b) if to Globesat:
181 Bay Street, Suite 1800
Toronto, Ontario
M5J 2T9
Attention: Mr. Lee A. Greenspoon
Facsimile No.: (416) 364-1241
(c) if to Stratford:
5420 North Service Road
5th Floor
Burlington, Ontario
L7L 6C7
Attention: Mr. Arthur Smith
Facsimile No.: (905) 631-7907
or at any such other address or addresses as may be given by any
of them to the other in writing from time to time. Such Notice,
if mailed, shall be deemed to have been given on the second
business day (except Saturdays or Sundays) following such
mailing, or if delivered personally or transmitted by facsimile,
shall be deemed to have been given on the day of delivery or
transmission, as the case may be, if a business day, or if not a
business day, on the business day next following the day of
delivery or transmission, as the case may be; provided that if
such Notice shall have been mailed and if regular mail service
shall be interrupted by strike or other irregularity before the
deemed receipt of such Notice as aforesaid, then such Notice
shall not be effective unless delivered or transmitted by
facsimile.
12.02 Any delay or failure of any party hereto to perform its
obligations under this agreement shall be excused if, and to the
extent, that the delay or failure is caused by an event or
occurrence beyond the reasonable control of the party and without
its fault or negligence, such as, by way of example and not by
way of limitation, acts of God, action by any governmental
authority (whether valid or invalid), fires, floods, wind storms,
explosions, riots, natural disasters, wars, sabotage, labour
problems (including lock-outs, strikes and slow-downs), inability
<PAGE> 12
to obtain power, material, labour, equipment or transportation,
or court injunction or order; provided that written notice of
delay (including the anticipated duration of the delay) shall be
given by the affected party to the other party within ten (10)
days.
12.03 This Agreement is not assignable by Globesat without
the prior written consent of Stratford, which consent shall not
be unreasonably withheld.
12.04 Unless otherwise indicated herein, all dollar amounts
referred to in this Agreement are in lawful money of the United
States of America.
12.05 This Agreement does not create a partnership or joint
venture between the parties and does not grant any right to
either to assume or create obligations or responsibilities,
express or implied, on behalf of or in the name of the other
party or to otherwise bind the other party in any manner
whatsoever, other than as specifically provided for hereunder.
12.06 The failure of either party hereto at any time to
require performance by the other party of any provision hereof
shall in no way affect the right of such a party to require such
performance at any time thereafter nor shall the waiver by either
party of a breach of any provision hereof constitute a waiver of
any subsequent breach of the same or any other provision nor
constitute a waiver of the provision itself.
12.07 In the event that any one or more of the provisions of
this Agreement shall at any time be declared to be invalid or
otherwise rendered unenforceable by judicial or administrative
decision, unless the invalidity or unenforceability of such
provision does substantial violence to the underlying purport and
meaning of the remainder of this Agreement, it is the intention
of the parties that such invalidity or unenforceability shall not
affect the validity or enforceability of any other provisions of
this Agreement, except those with respect to which such invalid
or unenforceable provisions comprise an integral part thereof or
are otherwise clearly inseparable therefrom.
12.08 This Agreement supersedes any prior agreements or
understanding, either oral or in writing between the parties and
constitutes the entire Agreement between the parties relating to
the subject matter hereof. No amendments, variations, or
alterations to this Agreement shall be valid or binding upon the
parties hereto unless made in writing and agreed to by both
parties.
<PAGE> 13
12.09 Except as otherwise contemplated herein, no
announcement with respect to this Agreement will be made by any
party hereto without the prior approval of the other parties
hereto. The foregoing will not apply to any announcement by any
party hereto required in order to comply with laws pertaining to
timely disclosure, if applicable, provided that such party hereto
consults with the other parties hereto before making any such
announcement.
12.10 This contract shall be governed by and construed in
accordance with the laws of the Province of Ontario, and each
party hereby irrevocably attorns to the jurisdiction of the
Courts of Ontario.
12.11 This Agreement shall enure to the benefit of and shall
be binding upon the parties hereto and their respective
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.
SUPERCRETE N/A LIMITED
Per: /s/ Arthur Smith, Designated
Signing Officer
GLOBESAT INFRASTRUCTURE
TECHNOLOGIES CORP.
Per: /s/ Lee A. Greenspoon,
President
STRATFORD ACQUISITION CORP.
Per: /s/ Arthur Smith, President<PAGE>
<PAGE> 14
Schedule "A" to the Supply and Distribution Agreement
made as of July 2nd, 1996
between Supercrete N/A Limited,
Globesat Infrastructure Technologies Corp.
and Stratford Acquisition Corp.
EXCLUSIVE TERRITORIES
1. Argentina
2. Chile
3. Mexico
<PAGE> 1
SUPPLY AND DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of the 31st day of July,
1996.
B E T W E E N :
SUPERCRETE N/A LIMITED, a corporation
incorporated pursuant to the laws of the
Turks & Caicos Islands, British West Indies
(hereinafter "Supercrete")
- and -
GLOBESAT INFRASTRUCTURE TECHNOLOGIES CORP., a
corporation incorporated pursuant to the laws
of State of Utah, U.S.A.
(hereinafter "Globesat")
- and -
STRATFORD ACQUISITION CORP., a corporation
incorporated pursuant to the laws of the
State of Minnesota, U.S.A.
(hereinafter "Stratford")
WHEREAS Globesat is the owner of the certain
technology, and in conjunction therewith owns the exclusive
rights to manufacture, market, sell and distribute certain
products throughout the United States of America;
AND WHEREAS Globesat wishes to obtain from Supercrete,
and Supercrete has agreed to grant, certain additional exclusive
rights to market, sell and distribute the Additive (as
hereinafter defined) in the Exclusive Territory (as hereinafter
defined);
AND WHEREAS Supercrete is a wholly-owned subsidiary of
Stratford;
AND WHEREAS Stratford has agreed to provide Globesat
with Technical Assistance (as hereinafter defined) in connection
with the foregoing, all upon the terms and conditions contained
herein;
<PAGE> 2
NOW THEREFORE this Agreement witnesses that in
consideration of the payments and mutual covenants herein and
other good and valuable consideration (the receipt of which is
hereby acknowledged by the parties hereto), the parties agree as
follows:
ARTICLE I - DEFINITIONS
1.01 In this Agreement, the following terms shall have the
following meanings unless the context implies otherwise:
"Additive" means the cementitious additive which has been
developed by and is manufactured and distributed by Stratford,
sometimes under the trade mark "Novacrete", and which is combined
with one or more aggregates to manufacture Pre-Mix, and any and
all new developments, innovations, modifications or improvements
to such additive as conceived, developed or implemented by
Stratford;
"Agreement" means this supply and distribution agreement, as may
be amended from time to time;
"Exclusive Territory" means the United States of America, its
territories, protectorites and possessions;
"Globesat" means Globesat Infrastructure Technologies Corp., its
parent, subsidiaries and affiliates, or any other form of entity
or organization, of which Globesat may or may not be a party,
partner or shareholder, as the case may be, and its designees;
"person" means and includes any individual, corporation,
partnership, firm, joint venture, syndicate, association, trust,
government, governmental agency or board or commission or
authority;
"Pre-Mix" means any ready-to-use mortar mixture which employs the
Additive;
"Stratford" means Stratford, its subsidiaries and affiliates,
including Supercrete;
"Technical Assistance" has the meaning ascribed thereto in
Section 5.01 hereof; and
"Technology" includes, without limitation, any one or more of the
knowledge, information, know-how, manufacturing equipment, plant,
set-up, design and technology to combine Additive and any one or
more aggregates for the purpose of manufacturing Pre-Mix or any
other enhanced concrete product whatsoever, and the knowledge,
information and know-how to locate suitable sources of local
aggregates to combine with Additive to manufacture Pre-Mix or any
other enhanced concrete product whatsoever, in any particular
country, part of a country, territory or part of a territory.
<PAGE> 3
ARTICLE II - APPOINTMENT OF EXCLUSIVE DISTRIBUTOR
2.01 During the term of this Agreement, and otherwise
subject to the terms and conditions contained herein, Stratford
hereby appoints Globesat as its sole and exclusive distributor of
the Additive and Pre-Mix in the Exclusive Territory. Globesat
hereby accepts such appointment.
2.02 Without limiting the generality of the appointment
referred to in Section 2.01 hereof, Globesat shall have the right
to market, sell and distribute the Additive and Pre-Mix to any
person, or to appoint sub-distributors, on either an exclusive or
non-exclusive basis, in the Exclusive Territory.
2.03 During the term of this Agreement, Stratford covenants
and agrees that it shall not market, sell or distribute the
Additive or Pre-Mix to any person (other than Globesat) within
any of the Exclusive Territory, nor shall it market, sell or
distribute the Additive or Pre-Mix to any person (other than
Globesat) who does or who intends to market, sell or distribute
the Additive or Pre-Mix within the Exclusive Territory.
2.04 Stratford shall not knowingly market, sell or
distribute the Additive or Pre-Mix to any person outside of the
Exclusive Territory for import into the Exclusive Territory. If
Stratford learns that any of its distributors or customers (other
than Globesat) are exporting such products into the Exclusive
Territory, it will take such steps, to the extent permitted by
applicable laws, to ensure that such distributor or customer
ceases to export such products into the Exclusive Territory.
ARTICLE III - SUPPLY OF ADDITIVE AND PRE-MIX
3.01 Stratford covenants and agrees that it shall at all
times, and within a commercially reasonable time, make available
to Globesat sufficient supply of Additive and Pre-Mix that may be
required by Globesat, from time to time, to satisfy all of
Globesat's demand, from time to time.
3.02 Stratford agrees to use its best efforts to meet the
delivery dates specified in all purchase orders for Additive
and/or Pre-Mix placed by Globesat with Stratford. Stratford
shall promptly notify Globesat of any delay or anticipated delay
in meeting such delivery date and shall notify Globesat of the
date on which it believes delivery will be made. Title to the
product which is the subject of a purchase order shall pass upon
shipment from Stratford's North American manufacturing
facilities.
<PAGE> 4
3.03 (a) Commencing from the date of this Agreement until the
expiry of the second anniversary thereof, unless the
parties otherwise agree in writing, the purchase price
of Additive from Stratford by Globesat shall be four
dollars ($4.00) per pound, subject to any applicable
volume discounts which may be provided by Stratford.
(b) Upon the expiry of the second anniversary following the
date of this Agreement, and upon completion of each
full year thereafter, the purchase price at which
Stratford sells Additive to Globesat hereunder may be
increased by Stratford, upon a minimum of ninety (90)
days advance notice in writing prior to such date, by
an amount equal to the increase in Stratford's costs,
acting reasonably. Stratford agrees to provide
Globesat with such supporting documentation as may be
required to satisfy Globesat of the amount of any
increase in Stratford's costs.
(c) During the term of this Agreement and any renewals
hereof, the purchase price of Pre-Mix from Stratford by
Globesat shall be based upon the prevailing wholesale
prices, having regard to the quantity ordered, the size
of the bag of Pre-Mix, and the type and specifications
of any particular Pre-Mix, subject to any applicable
volume discounts which may be provided by Stratford.
3.04 Globesat acknowledges and agrees that the purchase
prices for Additive and Pre-Mix referred to above are exclusive
of any applicable taxes, duties and levies whatsoever which may
be imposed on the purchaser or importer of same in any applicable
jurisdiction, and exclusive of any applicable shipping, handling
or cartage charges. Unless otherwise agreed by the parties in
writing, the above-noted prices are deemed to be F.O.B
Stratford's North American manufacturing facilities.
3.05 During the term of this Agreement and any renewals
hereof, Stratford covenants and agrees that, subject to volume
discounts which are also afforded to Globesat, it shall not sell
Additive or Pre-Mix to person (other than Globesat), anywhere in
the world, for an amount less than the amount at which it sells
Additive or Pre-Mix to Globesat hereunder.
3.06 Globesat shall pay all amounts owing to Stratford for
any Additive and Pre-Mix purchase orders by way of an irrevocable
letter of credit. The terms of payment may be changed or
modified by the parties upon mutual agreement at any time.
<PAGE> 5
3.07 Provided that the Technology is applied by Globesat in
a substantially correct manner (i.e., for greater certainty, the
Additive is formulated correctly), Stratford warrants that all
Additive supplied to Globesat shall be free from defects of
workmanship and shall be fit for the purpose of blending to
manufacture a superior quality mortar with pre-determined
performance specifications. Stratford shall replace, at its sole
cost and expense (including shipping and handling expenses), any
Additive which is not fit for such purpose or which is defective
or faulty so as to be unsaleable and which Globesat returns to
Stratford. Stratford warrants that all Pre-Mix supplied to
Globesat shall be free from defects of workmanship. Stratford
shall replace, at its sole cost and expense (including shipping
and handling expenses), any Pre-Mix which is defective or faulty
so as to be unsaleable and which Globesat returns to Stratford.
3.08 The warranties applicable to each of the Additive and
Pre-Mix sold to Globesat under this Agreement shall conform to
the separate manufacturing product warranties then in effect with
respect to such products and Globesat agrees to inform its
customers and distributors of such warranties and any changes
thereto that Stratford supplies to Globesat from time to time.
3.09 For greater certainty hereunder, the parties agree that
the price at which Globesat sells Additive and/or Pre-Mix to any
person shall be at Globesat's sole and absolute discretion.
ARTICLE IV - PERFORMANCE AND PRODUCT DISTRIBUTION
4.01 During the term of this Agreement, Globesat covenants
and agrees that it shall use its reasonable best efforts to
market and promote the Additive, Pre-Mix, and the goodwill
associated therewith.
4.02 During each year of the term of this Agreement and any
renewals hereof, Stratford covenants that it shall contribute the
amount of ten thousand dollars ($10,000) annually towards the
cost of any advertising and marketing materials to be used by
Globesat in conjunction with Globesat's marketing of the Additive
and Pre-Mix, provided that Stratford shall have the right to
review and revise any such materials to ensure that same
accurately informs as to the specifications, standards, and
performance of the Additive and any Pre-Mix.
4.03 Subject to Section 4.06 hereof, Globesat shall be
required to meet the following minimum purchase quotas during the
initial term of this Agreement derived from sales in the
Exclusive Territory:
<PAGE> 6
(a) from the date of this Agreement until November 30,
1997, Globesat shall be required to purchase a minimum
of one million dollars ($1,000,000) of Additive;
(b) during the second year of the term (i.e., until
November 30, 1998), Globesat shall be required to
purchase a minimum of one million dollars ($1,000,000)
of Additive;
(c) during the third year of the term (i.e., until November
30, 1999), Globesat shall be required to purchase a
minimum of one million dollars ($1,000,000) of
Additive;
(d) during the fourth year of the term (i.e., until
November 30, 2000), Globesat shall be required to
purchase a minimum of one million dollars ($1,000,000)
of Additive;
(e) during the fifth year of the term (i.e., until November
30, 2001), Globesat shall be required to purchase a
minimum of one million dollars ($1,000,000) of
Additive;
provided that any annual purchase requirement may be reduced to
the extent that any preceding annual purchase requirement has
been exceeded, such that the purchase requirements for any year
does not exceed the amount stated above in each subparagraph.
4.04 Globesat may, at its option, pay to Stratford the
difference between the amount of purchases in any given year and
the minimum annual purchase requirement for such year.
4.05 Should Globesat fail to meet any minimum annual
purchase requirement as aforesaid, the rights granted to Globesat
in Article II hereunder shall thereupon become non-exclusive
rights in respect of the Exclusive Territory upon thirty (30)
days' written notice by Stratford to Globesat specifying same.
Notwithstanding the provisions of Section 9.04 hereof, this
section is the sole remedy of Stratford in respect of the failure
of Globesat to meet any minimum annual purchase requirements as
aforesaid.
4.06 In the event that Stratford is unable to supply
Globesat with sufficient Additive or Pre-Mix to meet any of its
minimum annual purchase requirements in any annual period, then
the minimum annual purchase requirement for such period shall be
reduced to an amount equal to the quantity of product supplied by
Stratford in that period.
<PAGE> 7
ARTICLE V - TECHNICAL ASSISTANCE AND TRAINING
5.01 Stratford covenants and agrees that, subject to the
confidentiality provisions contained herein, upon the request of
Globesat, it shall promptly provide Globesat and any person
designated by Globesat with such technical assistance as will
enable such person to manufacture Pre-Mix of saleable quality
("Technical Assistance"), including without limitation,
assistance in sourcing local aggregates, assistance in utilizing
and/or modifying Globesat's existing mortar blending equipment,
and assistance in establishing the proper combination of Additive
and local aggregates, all of which aim for and will result in
Globesat being able to properly and efficiently blend the
Additive with such local aggregates to manufacture Pre-Mix
meeting specified saleable requirements.
5.02 Stratford covenants and agrees that in respect of each
distributor arrangement or blending operation established by
Globesat in respect of the Additive, it shall provide to Globesat
all of the necessary blending equipment required for the
distributor to commence blending operations, to a maximum of one
hundred thousand dollars ($100,000) of blending equipment,
provided that the distributor or blender, as the case may be,
posts a performance bond, acceptable to Stratford, to ensure the
purchase of a minimum of two hundred and twenty thousand pounds
(220,000 lbs.) of Additive during the first year of the initial
term of any such distributor or blending agreement.
5.03 In the alternative to the provision of equipment as
provided in Section 5.02 hereof, at the option of Globesat,
Stratford shall provide a product purchase price credit to
Globesat in the amount of one hundred thousand dollars
($100,000), to be applied against any order of Additive of equal
or greater value.
5.04 Technical Assistance and support shall be provided by
Stratford, its agents, and employees, as requested or required,
provided that Stratford shall be solely responsible for the costs
associated with the provision of initial Technical Assistance to
implement and commence the manufacturing/blending process, which
Technical Assistance shall be limited to the provision of one
qualified Stratford agent or employee for and during a period of
seven (7) days only, along with all written materials regarding
the manufacture of Pre-Mix then available, and thereafter
Globesat shall be responsible for Stratford's reasonable costs
incurred in providing any additional Technical Assistance.
<PAGE> 8
5.05 Stratford shall provide initial technical training to
such agents and employees of Globesat that may require same for
the performance of their duties, provided that Stratford shall be
solely responsible for the costs associated with the provision of
initial technical training to a reasonable number of agents
and/or employees, which technical training shall be limited to
the provisions of one qualified Stratford agent or employee for
and during a period of seven (7) days only, and thereafter
Globesat shall be responsible for Stratford's reasonable costs
incurred in providing any additional technical training or
retraining.
ARTICLE VI - COVENANTS OF STRATFORD
6.01 Stratford warrants, covenants and agrees that it has
the right to enter into this Agreement and to grant to Globesat
the exclusive distributorship arrangement outlined herein in the
Exclusive Territory and agrees to indemnify and save harmless
Globesat, its officers and employees, in connection with any
claims which might be asserted against Globesat by others
claiming title to the Additive or Pre-Mix or a prior right
granted by Stratford to distribute such products in the Exclusive
Territory. Upon the execution of this Agreement, Stratford
agrees to provide notice to any of its authorized suppliers and
agents of the exclusive distributorship granted to Globesat
hereunder.
6.02 Stratford covenants and agrees that it shall refer all
inquiries regarding the purchase of Additive or Pre-Mix within
any Exclusive Territory to Globesat.
6.03 Stratford covenants and agrees that, upon execution of
this Agreement, it shall fully divulge and deliver to Globesat
any and all information and particulars with respect to the
Technology and the Additive as necessary or required, and the
technical information and processes related thereto. In the
event of any innovation, modification or improvement to such
technical information and processes, or any new development with
respect thereto, it shall forthwith disclose and provide full
particulars to Globesat for its use and implementation, subject
to the terms and conditions contained herein.
ARTICLE VII - AGENTS
7.01 Globesat shall be permitted to engage and employ such
agents to assist Globesat in carrying out its duties and
responsibilities hereunder, upon such terms and conditions as
Globesat, in its sole and absolute discretion deems acceptable.
<PAGE> 9
7.02 It is expressly understood and agreed that Globesat
shall be solely responsible for any remuneration or commissions
earned or expenses incurred by any agents and shall, under no
circumstances, be entitled to any reimbursement of any such
expenses whatsoever from Stratford.
ARTICLE VIII - CONFIDENTIALITY
8.01 Globesat covenants and agrees not to use or disclose to
any third party or use at any time contrary to the interests of
Stratford any trade secrets, confidential information, knowledge
or data relating to the business and affairs of Stratford, the
Technology, or the Additive that Globesat may have, obtain or
acquire as a result of this Agreement, other than in the
performance of its duties and obligations hereunder, and in
connection therewith Globesat agrees to execute and abide by any
confidentiality agreement that Stratford may from time to time
require, acting reasonably.
8.02 Neither party shall directly or indirectly, at any
time, without the express written consent of the other, publish,
disclose or divulge to any person any trade secrets, knowledge,
data, or confidential information of any nature relating to the
business and the affairs of the other party, or relating to any
of the particulars of the relationship between Stratford and
Globesat created hereunder, which either may have imparted to the
other or which they may acquire or become aware of during or as a
result of the appointment of Globesat herein.
8.03 Without in any way limiting the generality of the
foregoing, Stratford specifically covenants and agrees that it
shall maintain the confidentiality of the cost to Globesat of
Additive and Pre-Mix from Stratford, and shall under no
circumstances disclose same to any person.
8.04 The provisions of this Article VIII shall survive the
termination or non-renewal of this Agreement.
ARTICLE IX - TERM AND TERMINATION
9.01 This Agreement shall be effective from the date hereof
and shall be for a term of five (5) years from November 30, 1996
(the "Initial Term"), unless otherwise terminated as provided
hereunder.
<PAGE> 10
9.02 If Globesat gives Stratford ninety (90) days' written
notice prior to the expiry of the Initial Term, at the option of
Globesat, this Agreement shall be renewable for a further five
(5) year period (the "Extended Term") provided that Globesat has
paid to Stratford the amounts set out in Article V hereof during
the Initial Term. The terms and conditions of this Agreement
shall remain in full force and effect, unamended, during the
Extended Term, with the exception of Section 4.03, which shall
provide for minimum purchase quotas for each of the five years
during such term equal to the mean of total purchases by Globesat
of Additive in years three to five, inclusive, of the Initial
Term. Globesat, shall have the option to renew this Agreement
for an additional five (5) year term thereafter on the same terms
and conditions as under the Extended Term, with the exception of
Section 4.03, which shall provide for minimum purchase quotas for
each of the five years during such term equal to the mean of
total purchases by Globesat of Additive in years three to five,
inclusive, of the Extended Term.
9.03 Either party may terminate this Agreement at any time
without notice, if the other party:
(a) makes an assignment for the benefit of its creditors;
or
(b) is adjudicated bankrupt or becomes voluntarily or
involuntarily subject to any proceedings for the
benefit of its creditors.
9.04 Either party may terminate this Agreement at any time,
if the other party fails to comply with any material term or
condition of this Agreement or fails to fulfil or comply with any
obligation undertaken by it pursuant to this Agreement and such
default is not cured within thirty (30) days of written notice
given in respect thereof.
ARTICLE X - GENERAL PROVISIONS
10.01 Any notice or other communications (a "Notice")
required or permitted to be given hereunder shall be in writing
and shall be delivered in person, transmitted by facsimile or
sent by registered mail, charges prepaid, addressed as follows:
(a) if to Supercrete:
5420 North Service Road
5th Floor
Burlington, Ontario L7L 6C7
<PAGE> 11
Attention: Mr. Arthur Smith
Facsimile No.: (905) 319-6414
(b) if to Globesat:
181 Bay Street
Suite 1800
Toronto, Ontario M5J 2T9
Attention: Mr. Lee A. Greenspoon
Facsimile No.: (416) 364-1241
(c) if to Stratford:
5420 North Service Road
5th Floor
Burlington, Ontario L7L 6C7
Attention: Mr. Arthur Smith
Facsimile No.: (905) 319-6414
or at any such other address or addresses as may be given by any
of them to the other in writing from time to time. Such Notice,
if mailed, shall be deemed to have been given on the second
business day (except Saturdays or Sundays) following such
mailing, or if delivered personally or transmitted by facsimile,
shall be deemed to have been given on the day of delivery or
transmission, as the case may be, if a business day, or if not a
business day, on the business day next following the day of
delivery or transmission, as the case may be; provided that if
such Notice shall have been mailed and if regular mail service
shall be interrupted by strike or other irregularity before the
deemed receipt of such Notice as aforesaid, then such Notice
shall not be effective unless delivered or transmitted by
facsimile.
10.02 Any delay or failure of any party hereto to
perform its obligations under this agreement shall be excused if,
and to the extent, that the delay or failure is caused by an
event or occurrence beyond the reasonable control of the party
and without its fault or negligence, such as, by way of example
and not by way of limitation, acts of God, action by any
governmental authority (whether valid or invalid), fires, floods,
wind storms, explosions, riots, natural disasters, wars,
sabotage, labour problems (including lock-outs, strikes and slow-
downs), inability to obtain power, material, labour, equipment or
transportation, or court injunction or order; provided that
written notice of delay (including the anticipated duration of
the delay) shall be given by the affected party to the other
party within ten (10) days.
<PAGE> 12
10.03 This Agreement is not assignable by Globesat
without the prior written consent of Stratford, which consent
shall not be unreasonably withheld.
10.04 Unless otherwise indicated herein, all dollar
amounts referred to in this Agreement are in lawful money of the
United States of America.
10.05 This Agreement does not create a partnership or
joint venture between the parties and does not grant any right to
either to assume or create obligations or responsibilities,
express or implied, on behalf of or in the name of the other
party or to otherwise bind the other party in any manner
whatsoever, other than as specifically provided for hereunder.
10.06 The failure of either party hereto at any time to
require performance by the other party of any provision hereof
shall in no way affect the right of such a party to require such
performance at any time thereafter nor shall the waiver by either
party of a breach of any provision hereof constitute a waiver of
any subsequent breach of the same or any other provision nor
constitute a waiver of the provision itself.
10.07 In the event that any one or more of the
provisions of this Agreement shall at any time be declared to be
invalid or otherwise rendered unenforceable by judicial or
administrative decision, unless the invalidity or
unenforceability of such provision does substantial violence to
the underlying purport and meaning of the remainder of this
Agreement, it is the intention of the parties that such
invalidity or unenforceability shall not affect the validity or
enforceability of any other provisions of this Agreement, except
those with respect to which such invalid or unenforceable
provisions comprise an integral part thereof or are otherwise
clearly inseparable therefrom.
10.08 This Agreement supersedes any prior agreements or
understanding, either oral or in writing between the parties and
constitutes the entire Agreement between the parties relating to
the subject matter hereof. No amendments, variations, or
alterations to this Agreement shall be valid or binding upon the
parties hereto unless made in writing and agreed to by both
parties.
10.09 Except as otherwise contemplated herein, no
announcement with respect to this Agreement will be made by any
party hereto without the prior approval of the other parties
hereto. The foregoing will not apply to any announcement by any
party hereto required in order to comply with laws pertaining to
<PAGE> 13
timely disclosure, if applicable, provided that such party hereto
consults with the other parties hereto before making any such
announcement.
10.10 This contract shall be governed by and construed
in accordance with the laws of the Province of Ontario, and each
party hereby irrevocably attorns to the jurisdiction of the
Courts of Ontario.
10.11 This Agreement shall enure to the benefit of and
shall be binding upon the parties hereto and their respective
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.
SUPERCRETE N/A LIMITED
Per: /s/ Arthur Smith, Designated Signing Officer
GLOBESAT INFRASTRUCTURE TECHNOLOGIES CORP.
Per: /s/ Lee A. Greenspoon, President
STRATFORD ACQUISITION CORP.
Per: /s/ Arthur Smith, President
<PAGE> 1
THIS AGREEMENT made as of the 31st day of May, 1996 between
DESPINA PATSIANIS of Yiannitsa, Greece ("Patsianis") and STRATFORD
ACQUISITION CORP., a corporation incorporated under the laws of the
State of Minnesota, 5420 North Service Road, 5th Floor, Burlington,
Ontario, Canada, L7L 6C7 ("Stratford").
WHEREAS:
1. Stratford is the manufacturer of NovaCRETE additive and
finished products (the "Products");
2. Stratford has developed unique, valuable and secret
manufacturing formulae, know-how, patents, trade marks and other
information and data with respect to the Products;
3. Patsianis has land and funds and desires Stratford to joint
venture with it to manufacture the Products, and Stratford is willing
to joint venture with Patsianis in the production of the Products in
Greece upon the terms and conditions set forth below;
4. The joint venture will manufacture the NovaCRETE additive
and have exclusive supply rights in Europe, Africa and the Middle
East (the "Territory").
5. The joint venture will manufacture the NovaCRETE finished
products and have the exclusive marketing and distribution rights for
the countries of Greece and the Former Yugoslav Republic of Macedonia
(FYROM).
NOW THEREFORE the parties have agreed as follows:
1. Scope of the Joint Venture
The joint venture shall set up the organization to manufacture
Stratford Products and sell the Products so manufactured in the
Territory, shall provide maintenance service after the sale of the
Products and shall study and develop new products. Stratford and
Patsianis shall be the initial parties to the joint venture. The
organizational form of the joint venture company shall be a limited
liability company. Each party to the joint venture is liable to the
joint venture within the limit of the capital subscribed by it. The
profits, risks and losses of the joint venture shall be shared by the
parties in proportion to their contributions of the issued capital.
2. Formation of Corporation
A corporation under the name of Newco or such other name as may
be mutually agreed upon by the parties (the "Corporation") shall be
organized under the laws of Greece, with the principal object of
manufacturing and selling the Products. The legal address of the
Corporation shall be [address]
3. Issued Capital
<PAGE> 2
The Corporation initially shall issue 100 common shares with no
par value as follows:
(a) Stratford, 49 shares, being 49%.
(b) Patsianis, 51 shares, being 51%
4. Purchase of Shares and Capitalization
(1) Stratford shall pay for the shares by carrying out the
following:
(a) providing to the Corporation the formulae,
know-how, patents, trade marks, Technology and all other information
and data with respect to the Products;
(b) supplying the specifications for the
preparation by Patsianis' engineers and architects of necessary
blueprints or design drawings of the building to be constructed for
carrying on the business of the Corporation;
(c) providing a list of the equipment capable of
manufacturing the NovaCRETE additive and finished products, its cost
in U.S. dollars and the sources of such equipment;
(d) providing training to the personnel of the
Corporation relating to the production of the NovaCRETE additive and
finished products to enable the Corporation to commence production of
the said NovaCRETE products;
(e) providing copies of all existing and future test
results from independent laboratories for NovaCRETE additive and
finished products;
(f) providing the Corporation with one (1) container
(approximately 800 bags @ 25kg per bag) of NovaCRETE finished product
to be given as free samples to various distributors and end
users in Greece and FYROM to assist in initial market research.
(2) Patsianis shall pay for its shares by:
(a) depositing in cash the amount of $200,000.00 U.S.
in a bank designated by the Corporation for working capital of the
Corporation;
(b) buying the equipment capable of producing the
NovaCRETE additive and NovaCRETE finished products;
(c) constructing the building in which the said
NovaCRETE products will be manufactured;
(d) purchasing the land on which the building is to
be built;
<PAGE> 3
(e) conducting the market research for Greece and
FYROM involving interviews with distributors and end users to
determine technical requirements, performance specifications, price
levels, market volumes and total market share;
5. Corporate Documents
The Memorandum of Association and Articles of Association of the
Corporation shall give full effect to the terms of this agreement and
shall be in a form satisfactory to both parties. In particular, and
without in any way limiting or derogating from the generality of the
foregoing, the Articles of Association shall provide that the
following items of business for approval shall require a one hundred
(100%) percent vote of the shareholders;
(a) capital investment in excess of each party's
contribution hereinbefore set out;
(b) long-term indebtedness;
(c) disposition of major assets;
(d) investments in unrelated businesses;
(e) granting of licenses;
(f) merger or consolidation with other businesses
(g) liquidation; and
(h) increase of issued share capital.
6. Board of Directors
(1) The board of directors of the Corporation shall be
composed of four (4) persons. Stratford shall have the right to
appoint two (2) directors and Patsianis shall appoint two (2)
directors. The chairman of the board shall be appointed by
Patsianis, and its vice-chairman by Stratford. The term of office for
the directors shall be five (5) years.
(2) The chairman of the board shall be the legal
representative of the Corporation. Should the chairman be unable to
exercise his responsibilities for some reason, he shall authorize the
vice-chairman or any other directors to represent the Corporation
temporarily.
(3) The board of directors shall convene at least one
meeting every year. The meeting shall be called and presided over by
the chairman of the board. The chairman may convene an interim
meeting based on a proposal made by any director.
<PAGE> 4
(4) The highest authority of the Corporation shall be its
board of directors. It shall decide all major issues, except as
provided otherwise in this agreement.
(5) The board shall, in addition to its statutory
functions:
(a) appoint members of the management, designate
their primary tasks, their salaries, and their standard of expense
reimbursement;
(b) establish the signing authority of the management
members to represent and bind the Corporation;
(c) establish the terms and conditions of each
management member's employment, sign the contract of employment
between the Corporation and each management member, and represent the
Corporation in case of dispute between the Corporation and a
management member;
(d) approve the Corporation's operating and
investment budget;
(e) approve any borrowing;
(f) approve or disapprove decisions of management
regarding all matters transcending the ordinary course of the
Corporation's day-to-day business; and
(g) consider and resolve any other matter which the
management submits for its consideration, and supervise the
management's activities, including review of the Corporation's annual
financial statements.
7. Management
(1) The Board of Directors ("the board") shall appoint the
members of the Management, considering their capabilities and
usefulness to the successful operation of the Corporation, and
without regard to their nationality.
(2) The management shall be entrusted with the day-to-day
business operation of the Corporation, in accordance with the
provisions of this agreement, the articles, the guidelines to be
established by the board and good business practice. The primary task
of each member shall be designated by the board.
8. Projections, Plans, Schedule of Implementation
(1) The business projections and plans for the Corporation
for the first five years shall be established by the Corporation
within six months from the signing of this agreement. Such
projections shall be updated each year by the Corporation.
<PAGE> 5
(2) Within thirty days following signing of this
agreement, the parties shall prepare a schedule setting forth the
division of responsibilities and resulting time schedule. Each party
agrees to complete each action required of it on or before the
designated time schedule.
9. Additional Provisions
Notwithstanding the specific functions of the board of directors
and management:
(1) Patsianis shall provide for the following:
(a) applications for approval, registration, business
license and other matters concerning the establishment of the joint
venture from relevant Creek governmental authorities;
(b) applying for the right to the use of a site to
the governmental authority in charge of the land;
(c) the design and construction of the premises and
other engineering facilities of the Corporation, subject to the
provisions of paragraph 4;
(d) providing cash, machinery and equipment and
premises in accordance with its capital contributions as set out in
this agreement.
10. Labour
Labour contracts covering the recruitment, employment, dismissal
and resignation, wages, labour insurance, welfare, rewards, penalty
and other matters concerning the staff and workers of the Corporation
shall be drawn up in accordance with the labour regulations of
Greece.
11. Undertaking by Patsianis
Patsianis undertakes on behalf of itself and its affiliates that
it shall not during the continuance of this agreement, manufacture or
have manufactured for it for resale or for its own use, nor shall it
sell or offer for sale, any products similar to the Products, without
the prior written permission of Stratford.
12. Conflicting Use
(1) For the protection of the business of the Corporation,
Patsianis agrees on behalf of itself and its affiliates that it will
not buy, make or sell, for resale or for its own use, items which
incorporate or utilize in any way the patents or know-how owned by
Stratford, nor will it directly or indirectly (except through the
Corporation), make use of any specifications, blueprints, know-how
or engineering methods to be furnished to the Corporation pursuant to
the aforesaid license agreement.
<PAGE> 6
(2) The term "affiliates" shall mean Patsianis and any
corporation or non-incorporated business, 20% or more of whose shares
are owned directly or indirectly by Patsianis and shall also mean a
corporation or non-incorporated business, 20% or more of whose shares
are owned directly or indirectly by a shareholder or owner who also
owns directly or indirectly 20% or more of the shares of a party to
this agreement. For the purposes of this agreement, an individual
shall be considered as owning the stock owned, directly or
indirectly, by or for his spouse, children, grandchildren, parents,
grandparents, brothers, sisters, nieces, nephews and other relatives
by blood or marriage of himself or his spouse to the degree of a
first cousin or closer, or nominees of any one or more of them.
13. Compliance with Laws of Greece
The parties agree to take all necessary steps to ensure that the
Corporation does not engage or participate, directly or indirectly,
in any transaction whatsoever with respect to the Products to be
manufactured or sold by it, if such transaction is prohibited by the
laws and regulations of Greece.
14. Taxes, Finance, Audit and Record Keeping
(1) The Corporation shall pay taxes in accordance with the
laws of Greece or any other country to which it must pay taxes.
(2) The fiscal year of the Corporation shall be from
January 1st to December 31st.
(3) The Corporation shall keep all accounts and records
required by law and practice applicable in its domicile. The
Corporation shall also keep books of account, and prepare quarterly
and annual financial statements, including a balance sheet, income
statement and such additional statements as either party may
reasonably request. These accounts and statements shall control in
determining the performance of the Corporation, the amount of profits
available for distribution, and all other financial questions or
matters. The essential books of account, and such other important
records as may be designated by the Parties, shall be kept in the
Greek and English language according to the laws of Greece and
European Community.
(4) One independent certified international public
accounting firm as the parties may designate, shall set up the
accounts and records of the Corporation, and shall resolve all
questions of proper accounting and financial reporting. The
independent certified international public accounting firm will be
chosen by the Board of Directors or by the General Assembly of the
Shareholders.
<PAGE> 7
(5) In the first three months of each fiscal year, the
management shall prepare the previous year's balance sheet, profit
and loss statement and proposal regarding the disposal of profits,
and shall submit same to the board of directors for examination and
approval.
15. Insurance
Insurance policies of the Corporation on various kinds of risks
shall be underwritten. Types, values and duration of insurance shall
be decided by the board of directors.
16. Transfer of Shares
(1) Patsianis shall not sell to unrelated third parties
any part of the common shares owned by it in the Corporation unless
approved by Stratford. Stratford shall have the same obligations with
respect to Patsianis. Nothing contained in this agreement shall be
deemed to prevent Stratford or Patsianis from selling, transferring
or assigning to any subsidiary or affiliated corporation any or all
of the shares owned by it in the Corporation.
(2) Right of Sale: Stratford shall have the right to sell
its equity interest in the Corporation to Patsianis at the close of
any fiscal year ending twenty (20) or more years after the
Corporation commences actual operations, upon giving Patsianis twelve
months' prior notice, whereupon Patsianis shall be obligated to
purchase the same, for value of the Corporation with no amount
included for goodwill, calculated at the close of the year.
(3) Governmental Approval: Prior to any sale by either
party of all or part of its shares in the Corporation, approval from
the appropriate governmental authority shall be required.
17. Distribution of Profits
(1) Stratford will receive 10k of the gross sales made by
the Corporation until Stratford has received US$2.0 million.
(2) Unless the parties agree otherwise, at the annual
shareholders' meeting following the close of each year, they shall
cause the Corporation to distribute to the parties, in proportion to
their equity ownership, an amount equal to 50% of the total net
after-tax profits for the year less any accumulated losses from prior
years and less current contributions to reserves approved by the
Board, provided that no distribution of dividends shall be effected
by the Corporation until its aggregate reserves amount to US$1
million.
<PAGE> 8
(3) Upon distribution of dividends by the Corporation, or
should the Corporation be liquidated, or should Stratford sell all or
part of its equity interest in the Corporation to Patsianis or some
other enterprise, the ordinary dividends, liquidation distributions
or sale proceeds (as the case may be) shall be freely transferrable
from Greece to Stratford in U.S. dollars or other convertible
currency, without imposition or withholding of any taxes on the
amounts transferred.
(4) Ordinary dividends, liquidation distributions and
proceeds from the sale of all or part of Stratford' a equity interest
in the Corporation, shall be converted from Greek currency into U.S.
dollars prior to their transfer to Stratford, at the rate of exchange
most favorable to Stratford at the date of the transfer, but not less
favorable to Stratford than the exchange rate applied to Stratford's
capital contribution to the Corporation.
18. Governmental Approval
Stratford may at its sole option terminate this agreement in the
event that approval is not obtained from the government of Greece of
the terms and conditions contained in this agreement and/or any
modifications thereof agreed to by the parties within three months
from the date of the execution of this agreement.
19. Duration of Corporation
The duration of the joint venture is twenty years. The
establishment of the joint venture shall start from the date on which
the business license of the Corporation is issued. An application
for the extension of the duration, proposed by one party and
unanimously approved by the board of directors, shall be submitted to
the government of Greece six months prior to the expiry date of the
joint venture.
20. Liquidation of Corporation upon Expiration of Duration
Upon the expiration of the duration or termination before the
date of expiration of the joint venture, liquidation shall be carried
out according to the relevant law. The liquidated assets shall be
distributed in accordance with the proportion of investment
contributed by Stratford and Patsianis.
21. Confidentiality
(1) Confidential Information: All information other than
information generally known in the cementitious products industry or
information made known by a third party to either party other than a
consequence of the relationship between the parties supplied by or on
behalf of either party pursuant to this agreement ("Confidential
Information") shall be treated as confidential by the other party.
<PAGE> 9
(2) Duty Not to Disclose: The parties covenant and agree
that no Confidential Information shall be disclosed to anyone outside
the organization of such party without the prior written consent of
the other.
(3) Reasonable Efforts: The parties agree to use all
reasonable efforts to take such action as may be appropriate to
prevent the unauthorized use and disclosure of, and to keep
confidential all such confidential Information. including:
(a) ensuring that such Confidential Information is
disclosed only to responsible management, directors and employees of
the parties who have first entered into Confidentiality Agreements
and been properly instructed to maintain such Confidential
Information in confidence;
(b) not disclosing to any third party the terms and
conditions of this agreement;
(c) not disclosing methods of manufacture or sale of
the Products including production and marketing plans; and
(d) safeguarding all documents against theft, damage
or access by unauthorized persons.
22. Termination
(1) This agreement shall terminate upon:
(a) expiration and non-renewal of this agreement;
(b) liquidation of the Corporation;
(c) acquisition by Patsianis of Stratford's equity
interest in the Corporation;
(d) mutual agreement of the parties;
(e) final decision by the arbitrators appointed
pursuant to this agreement that this agreement shall terminate; or
(f) an event which substantially prevents the
Corporation from achieving its objectives. A failure by one of the
parties to fulfil its obligations under this agreement shall be
considered as an event entitling the other party to terminate this
agreement only when such failure substantially prevents the
Corporation from achieving its objectives.
(2) The provisions of paragraph 21 shall survive
termination and continue to bind the parties.
<PAGE> 10
(3) Whether the party has terminated or has the right to
terminate this agreement shall be arbitrable issues. Therefore,
notice of termination given by one party to the other, if Iiot
accepted by the other, shall not relieve the notifying party of its
obligations to submit the question to arbitration.
23. Dispute Resolution
Any dispute arising out of or in connection with this contract
shall be finally settled in accordance with the arbitration
provisions of the Rules of conciliation, arbitration and expertise of
the Creek-American Chamber of Commerce which resides in Athens, by
one or more arbitrator(s) appointed in accordance with the said
Rules.
24. Costs Incurred for this Agreement
Each party shall bear its own costs incurred in preparing and
negotiating this agreement, and obtaining government approvals. All
costs incurred in taking the formal legal steps required to establish
the Corporation shall be borne by the Corporation.
25. Representations and Warranties
(1) Each party represents and warrants that it has the full
legal power and authority to enter into this agreement, and to
perform its obligations (subject only to obtaining certain
governmental licenses and authorizations as referred to in this
agreement), and that this agreement when signed by both parties will
be binding and enforceable according to its terms.
(2) Patsianis represents and warrants:
(a) that it has the ability to fulfil its obligations
as set forth in this agreement, and
(b) that it has not entered into a similar agreement
with any other entity for the same purposes.
(3) Stratford warrants that it has the sole ownership of
the Technology referred to in Premise number 2.
26. Excusable Delay
Upon the occurrence of any excusable delay, the party
experiencing such occurrence shall promptly notify the other party of
the occurrence, and estimate the duration of said occurrence
Thereupon, the time within which the party experiencing such
occurrence shall have to perform its obligations under this agreement
shall, to the extent necessitated by such occurrence and for the
duration of such occurrence, be appropriately delayed.
<PAGE> 11
27. Assignment
This agreement is not assignable by either party, either
directly or indirectly, without the written consent of the other,
which may be arbitrarily withheld.
28. Language
Upon execution, this agreement may be translated into the
language of Greece provided, however, that in the event of any
diversion between the English version and any other version, the
English version shall prevail.
29. Extended Meanings
Words importing the singular number include the plural and vice
versa and words importing gender include all genders.
30. Interpretation not Affected by Headings
The division of this agreement into paragraphs and the insertion
of headings are for convenience of reference only and shall not
affect the construction or interpretation of this agreement.
31. Applicable Law
This Agreement is made, executed, and delivered in Greece, and
any controversy arising hereunder or in relation to this Agreement
shall be governed by and construed in accordance with the domestic
laws of Greece and, where applicable, the laws of the European
Community.
32. Entire Agreement
This Agreement constitutes the entire agreement of all the
parties with respect to the subject-matter hereof and, except as
herein stated and in the instruments and documents to be executed and
delivered pursuant hereto, contains all of the representations,
undertakings and agreements of all parties hereto respecting the
subject-matter hereof. There are no representations, undertakings, or
agreements of any kind between all the parties hereto respecting the
subject-matter hereof except those contained herein.
33. Severability
The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any
other provision.
34. Currency
Unless otherwise specifically provided herein, all references to
dollar amounts herein or other money amount are expressed in terms of
lawful money of the U.S.A.
<PAGE> 12
35. Notices
(1) Any notice or other documents required or permitted to
be given hereunder shall be in writing and shall be delivered, mailed
by pre-paid registered mail, return receipt requested or sent by
facsimile transmission addressed to the party or parties to whom it
is to be given at the address shown below or at such other address or
addresses as the party or parties to whom such writing or document is
to be given shall have last notified all other parties hereto in
accordance with the provisions of this section:
(a) if to Patsianis at: Flour Mills of Yiannitsa
1 Egnatia Str
P.O. Box 29 58100
Yiannitsa, Greece
Fax: 011 0382 27.655
(b) if to Stratford at: F5 - 5420 North Service Road
Burlington, Ontario L7L 6C7
Canada
Fax: (905) 319-6414
(2) Any such notice or other document shall:
(a) if delivered, be deemed to have been given and
received at the place of receipt on the date of the delivery,
provided that if such date is a day other than a business day in the
place of receipt, such notice or document shall be deemed to have
been given and received at the place of receipt on the first business
day in the place of receipt, thereafter;
(b) if transmitted by facsimile transmission, be
deemed to have been given and received at the place of receipt on the
next business day in the country of receipt, following the day of
sending, provided that the sender has received telephone confirmation
from the recipient of receipt of same on or before the date
transmission is deemed to have been received as above; and
(c) if mailed, be deemed to have been given and
received at the place of receipt on the date of actual receipt.
(3) In the event of postal disruption, such notices or
documents must either be delivered personally or sent by facsimile
transmission.
36. Amendment of Agreement
None of the terms, conditions or provisions of this agreement
shall be held to have been changed, waived, varied, modified or
altered by any act or knowledge of either party, their respective
agents, servants or employees unless done so in writing signed by
both parties.
<PAGE> 13
37. Waiver of Breach
No waiver on behalf of any part of any breach of the provisions
of this agreement shall be effective or binding on such party unless
the same shall be expressed in writing and any waiver so expressed
shall not limit or affect such party's rights with respect to any
future breach of any of the provisions.
38. Further Assurances
Each of the parties covenants and agrees that he, his heirs,
executors, administrators, successors and permitted assigns will
execute such further documents and do and perform or cause to be done
and performed such further and other acts as may be necessary or
desirable from time to time in order to give full effect to the
provisions of this agreement.
39. Successors and Assigns
This agreement shall be binding on and enure to the benefit of
the successors and assigns of both parties and all persons or
corporations succeeding to or acquiring the business now carried on
by Stratford or Patsianis.
40. Coming into Force; Effective Date
(1) This agreement shall come into force on the date of
execution by both parties.
(2) Each party shall use its best efforts to obtain from
its own government the authorizations, permissions and licenses
required under this agreement, and shall bear all expenses incurred
therein. If the foregoing has not come into force within six months
of its signature either Party may give notice to the other of its
intention to terminate if it does not come into force within thirty
days following such notice.
(3) This agreement shall be executed only in the English
language.
IN WITNESS WHEREOF the parties have duly executed this agreement
as of the date first above written.
STRATFORD ACQUISITION CORP.
per:
/s/ ARTHUR L. SMITH, President
DESPINA PATSIANIS
per :
______________________________________
<PAGE> 1
Eurasia Capital Management, Inc.
P. O. Box N-3742
Nassau, Bahamas
August 13, 1996
Stratford Acquisition Cop.
5th Floor - 5420 North Service Road
Burlington, Ontario
Canada L7L 6C7
RE: Eurotech, Ltd.
("Stratford")/Eurotech, Ltd
Strategic Alliance
Gentlemen:
This letter is intended to confirm our understanding of
this date whereby Stratford Acquisition Corporation ("Stratford")
and Eurotech Ltd ("Eurotech"), have agreed to the terms set forth
below, which such terms, plus any additional terms standard and
customary in an agreement of the nature contemplated hereby, will
be included in a formal agreement to be executed by both parties
(the "Agreement").
The Agreement shall contain provisions by which:
1. Stratford shall grant Eurotech an exclusive
license to market its "Novacrete" product Distributorship, as
herein before described to Eurotech, in the USSR. This license
fee shall be US$250,000.00, the consideration for which shall be
payable in the form of 125,000 restricted shares of the common
stock of Eurotech, par value $0.0001 per share.
2. Stratford shall enter into a "distribution
contract" with Eurotech pursuant to which Eurotech shall receive
US$250,000.00, the consideration for which shall be payable in
the form of 111,111 restricted shares of the common stock of
Stratford.
3. The Investment banker in the transaction
contemplated hereby and to be memorialized in the Agreement shall
be entitled to receive a fee for his services in free trading
shares of the common stock in each of Stratford and Eurotech
equal to 20% of the shares being transferred by each party to the
other.
<PAGE>
<PAGE> 2
If the foregoing accurately sets forth our agreement,
please so indicate by executing this letter in the space provided
therefore below and returning the originally executed document to
the offices of Ruffa & Ruffa, 150 East 58th Street, 35th Floor,
New York, New York 10155, at your earliest convenience.
Yours very truly,
STRATFORD ACQUISITION CORP.
/s/ Arthur L. Smith, President
<PAGE> 1
A G R E E M E N T
between
STRATFORD ACQUISITION CORP
(hereinafter referred to as the "Company")
and
EURASIA CAPITAL MANAGEMENT, INC.
(hereinafter referred to as the "Consultant")
WHEREAS the Company is a public company involved in the CONCRETE
and HIGH TECHNOLOGY research field and maintaining a market for
its common shares through the facility of the NASD Electronic
Bulletin Board;
AND WHEREAS the Consultant provides business consulting services
in product development, clinical trials, government grants,
distribution, licensing agreements, and procurement of strategic
alliances in the area of Marketing Technology as well as public
awareness of certain products and technologies.
AND WHEREAS the Company wishes to retain the services of the
Consultant to provide ongoing consulting services for purposes of
enhancing as well as expanding its existing product line and
attracting public awareness to its existence.
NOW THEREFORE THIS AGREEMENT WITNESSETH that the parties hereto
covenant and agree with each other as follows:
1. The Consultant shall provide consulting services to the
Company for a period of one year from the date of execution of
this agreement. For the purpose of clarification, the consulting
services to be provided by the Consultant shall include, but not
necessarily be limited to, the following:
(a) the development and distribution of corporate fact
sheets and information summaries designed to advise
potential distributors and potential users of the
Company's Technology;
(b) setting up both one-on-one and group meetings with
new institutional customers, distributors, marketing
personnel, journalists, and research analysts;
(c) developing foreign markets;
(d) meeting with the Company management to report on
market activity and to develop strategies with regard
to the ongoing marketing of the Company's Technology.
2. It is specifically understood and agreed to by the parties
that the Consultant will provide no service to the Company that
would involve the rendering of (i) a legal opinion, (ii) any
service that is in the ordinary purview of a Certified Public
Accountant, or (iii) any service in connection with an offer or
sale of Securities in a Capital Raising transaction.
<PAGE> 2
3. The Company agrees to compensate the Consultant for services
rendered to the Company through the issuance and delivery to the
Consultant of 170,000 units of the Company's securities where
each unit will be comprised of one (1) common share in the
capital stock of the Company plus one free trading warrant at a
cost of US$3.00 for one share, exercisable within two (2) years
from the date of issuance of the unit. The said units shall be
issued on the following dates:
75,000 on the execution of this agreement;
37,500 thirty (30) days after the execution of this agreement;
37,500 sixty (60) days after the execution of this agreement; and
20,000 ninety (90) days after the execution of this agreement.
4. The Company agrees to compensate the Consultant for proven
out-of-pocket expenses incurred by the Consultant pursuant to the
performance of the Company's duties under the terms of this
agreement including, but not limited to, facsimile, postage,
printing, photocopying and entertainment. Expenses shall be due
and payable when billed to the Company. No such expenses shall
be incurred unless approved in advance by the Company in writing.
5. The Company agrees to indemnify and save harmless the
Consultant and each of its officers and directors form and
against any actions, proceedings, claims, judgments and costs in
respect of the matter or thing done or omitted to be done in good
faith (absent negligence) by the Consultant pursuant to the
performance of the Consultant's duties under the terms of this
agreement. The Company shall make available to the Consultant
all information concerning the business, assets, operations and
financial condition of the Company which the Consultant
reasonably requests in connection with the performance of his
obligations hereunder. The Company further covenants that all
information supplied to the Consultant by the Company shall be
true, accurate, complete and not misleading in all respects. The
Consultant may rely on the accuracy of all such information
without independent verification.
6. The Company acknowledges the fact that the Consultant
represents and may continue to render consulting services to
other companies which may or may not have policies and conduct
activities similar to those of the Company.
7. The Consultant shall not be required to devote any minimum
or specific expenditure of time in performing the services
delineated in this Section provided that the Consultant shall be
reasonably accessible to the Company and shall devote such
efforts to the effective performance of such services as may be
commensurate therewith.
<PAGE> 3
8. Immediately upon the execution hereof, the Company agrees
that its will commence the preparation of a registration
statement on Form S-8 to register the shares of Common Stock
issuable upon exercise of warrants issued to the Consultant
hereunder. The Company will use its best efforts to cause such
registration statement to be filed and effective within 120 days
of the execution of this agreement. In connection with the
agreement made in favour of the Consultant herein, the Company
represents that:
(i) it is a reporting company under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"),
by the reason of having previously registered
securities under the Securities Act of 1933, as
amended, which such registration statement was declared
effective by the Securities and Exchange Commission and
pursuant to which the Company offered and sold the
securities registered herein or by virtue of filing a
registration statement on Form 10 of the Exchange Act
by which the Company registered its class of common
stock;
(ii) it has filed all reports it is required to file
under the Exchange Act during the twelve month period
immediately preceding this Agreement and hereby
covenants with and to the Consultant that it will file
all such reports it is required to file thereunder
within the time period prescribed therefore under the
Exchange Act;
(iii) it will not enter into any agreement which will
in any way conflict or interfere with the Consultant's
rights hereunder without first obtaining the written
consent of the Consultant to entering such agreement;
and
(iv) it will do all such other things as may be
required to preserve the Consultant's rights hereunder.
9. The parties hereto agree that all final decisions with
respect to consultation, advice and services rendered by the
Consultant to the Company shall rest exclusively with the Company
and the Consultant covenants not to release any printed material
relating to the Company into the public domain without the
written consent of the Company. The Company further covenants to
cooperate fully and timely with the Consultant to enable the
Consultant to perform its obligations hereunder.
10. Independent Contractor. The Consultant is retained by the
Company only for the purposes and to the extent set forth in this
Agreement, and its relationship is that of an independent
contractor.
<PAGE> 4
11. Time shall be of the essence of this agreement and every
part thereof and no extensions or variations of this Agreement
shall operate as a waiver of this provision.
12. This Agreement shall be governed and construed in accordance
with the laws of the Province of Ontario, Canada.
13. In the event that this Agreement or any performance
hereunder contravenes public policy or constitutes a material
violation of any law or regulation of any federal or provincial
government agency, or if either party becomes insolvent or is
adjudicated bankrupt or seeks the protection of any provision of
the National Bankruptcy Act, or if either party is enjoined or
consents to any order relating to any violation of any federal or
state securities law, then this Agreement shall be deemed
terminated and shall be null and void.
14. All notices hereunder shall be in writing and addressed to
the party at the address herein set forth, or at such other
address as to which notice pursuant to this section may be given,
and shall be given by personal delivery, by certified mail (mail
receipt requested), express mail or by national or international
overnight courier. Notices will be deemed given upon the earlier
of actual receipt of three (3) business days after being mailed
or delivered to such courier service.
Notices shall be addressed to Eurasia Capital Management, Inc.
at:
Eurasia Capital Management, Inc.
Euro Canadian Centre
P.O. Box N-3742
Nassau, Bahamas
Notice shall be addressed to Stratford Acquisition Corp. at:
Stratford Acquisition Corp.
5420 North Service Road, 5th Floor
Burlington, Ontario
L7L 6C7 CANADA
IN WITNESS WHEREOF the parties have caused their duly authorized
officers to execute this agreement this 25th day of July, 1996.
STRATFORD ACQUISITION CORP.
per: /s/ Arthur L. Smith, President
EURASIA CAPITAL MANAGEMENT, INC.
per: _______________________________
<PAGE> 1
L I C E N S I N G A G R E E M E N T
B E T W E E N:
SUPERCRETE N/A LIMITED
A Turks & Caicos Corporation
(Herein called the "Licensor")
- and -
911014 ONTARIO INC.
o/a Anand Purchasing Network, and
ALLCRUZ CONSTRUCTION & DEVELOPMENT CORPORATION
(Herein called the "Licensee")
WHEREAS:
The Licensor is the owner of the Supercrete Technology
including the Novacrete primary additive (hereinafter called the
"Additive") to which the Licensor retains the exclusive title and
right.
The Licensee desires to obtain the exclusive license to
employ the Technology and manufacture cementitious products
incorporating the Additive in the territory hereinafter set out.
Therefore, the parties hereby agree as follows:
1. The license shall be for a period of one year
commencing May 21, 1996 and expiring May 20, 1997. Such license shall
be automatically renewable from year to year thereafter, subject to
the Licensee purchasing a minimum of 120,000 lbs. of Additive each
subsequent calendar year, during the term of such year and not at the
commencement thereof;
2. The license is exclusive to the Licensee for the
Republic of the Philippines.
3. The license fee is US$900,000.00 and includes:
(i) Technology Transfer valued at US$300,000.00;
(ii) 120,000 lbs. of Novacrete Additive in six (6)
containers of 20,000 lbs. each for US$600,000.00
(US$5.00/lb) F.O.B. Port Colborne, Canada.
Payment is to be made by Bank Letters of Credit, drawn on a
bank acceptable to the Licensor;
<PAGE> 2
4. Technology Transfer includes methods of production,
raw materials employed, formulation, technical properties, details of
application and all of the above technology in the manufacture and
sale of the Novacrete materials. The Licensor shall provide seven (7)
days of training to the Licensee's staff, including production,
marketing and sales staffs.
5. The payment schedule for the said sum of US$900,000.00
shall be as follows:
(i) US$300,000.00 to be paid by adding
$50,000.00 to the price of each of the said
six containers of additive;
(ii) US$600,000.00 is to be paid by Bank Letter
of Credit when the 120,000 lbs of Additive
is ready to be shipped from Port Colborne,
Canada. The Licensee may order one or more
containers at any time during the year for
which the license is granted.
6. The Licensee will purchase the first container of
additive in sufficient time to permit its arrival at the Licensee's
manufacturing facilities at least three (3) days in advance of the
commencement of training by the Licensor as referred to in paragraph
(4) above;
7. The price of the Additive can be increased by the
Licensor in subsequent years, provided that any such increase shall
be the same price as offered by the Licensor to other Licensees of
the Novacrete Technology.
8. On the basis the Licensee intends to establish the
Sub-license to manufacture and produce Novacrete products, such is
subject to:
(i) The Licensor's consent to such Sub-license which will
not be unreasonably withheld;
(ii) Such Sub-license being restricted to the manufacture,
production and sale of the Novacrete product only
within the Licensee's territory set out in paragraph 2
herein.
9. The Licensee is prohibited from selling or otherwise
disposing of the Technology and the Additive to any party in its
existing form as supplied by the Licensor, subject only to delivering
them to a Sub-licensee as approved by the Licensor, and in such event
only for the express purpose of manufacturing and producing Novacrete
product.
<PAGE> 3
10. Upon receipt of the payment as provided for in
paragraph (3) hereof, the Licensor will provide the Licensee with
copies of all test results and research and development information
related to the Novacrete product in the Licensor's possession. As
well, the Licensor will provide the Licensee immediately the same is
available, with the further test results and/or research and
development information relating to either Novacrete Technology or
Novacrete product during the term of the license or any extension
thereof.
11. During the term of the license and any extension
thereof, in the event the Licensor develops or receives any further
or additional Technology or technical information related to the
Novacrete Technology and/or Novacrete product, the Licensee will have
the first right of refusal to acquire same by way of license upon
terms the same as those offered to any other potential Licensee.
12. The Licensor will, during the term of the license or
any extension thereof, provide the Licensee with master copies of all
printed, video and other media promotion material in order to allow
the Licensee to reproduce same.
13. The Licensee shall have the right to assign and/or
sell the license rights hereby granted, subject only to the
Licensor's prior consent in writing, which consent will not be
unreasonably withheld.
14. During the term of the license or any extension
thereof, upon 30 days notice in advance, the Licensor shall at all
times provide the Licensee with sufficient Additive to satisfy their
manufacturing and production requirements for Novacrete product at
the Licensor's current price for same which shall be payable by Bank
Letter of Credit.
15. In the event the Licensee fails to maintain the
quality of the products made from the Novacrete Additive, the
Licensor shall give the Licensee thirty (30) days written notice to
adhere to the Licensor's quality standards. If the Licensee fails to
meet the said quality standards within the said thirty (30) day
notice period, the Licensor may unilaterally cancel this Licensing
Agreement.
16. The Licensee will enter into a Confidentiality
Agreement prior to receiving the Technology Transfer, and all staff
and personnel employed by the Licensee now and in the future shall
execute the said Confidentiality Agreement.
<PAGE> 4
17. Any new products or methods of production developed by
the Licensee under this Licensing Agreement shall be forthwith
communicated to the Licensor and shall be the property of the
Licensor.
SUPERCRETE N/A LIMITED
Per: /s/ Arthur Smith
911014 ONTARIO INC.
Per: /s/ __________________________________
President
ALLCRUZ CONSTRUCTION & DEVELOPMENT CORP.
Per: /s/____________________________________
Authorized Agent
<PAGE> 1
ASSIGNMENT OF INTEREST
IN LICENSE AGREEMENT
B E T W E E N:
G.R.B. TECHNOLOGIES INC., a corporation
incorporated pursuant to the laws of the
Province of Ontario, Dominion of Canada
(Hereinafter referred to "GRB")
- and -
SUNBOW PROTECTIVE COATINGS INC., a
corporation incorporated pursuant to the laws
of the Province of Ontario, Dominion of
Canada
(Hereinafter referred to as "Sunbow")
- and -
SUPERCRETE N/A LIMITED, a corporation
incorporated pursuant to the laws of the
Turks and Caicos Islands, British West Indies
(Hereinafter referred to as "Supercrete")
WHEREAS by an agreement dated the 30th day of November,
1995, between GRB and Supercrete (hereinafter called the
"License"), a copy of which is attached hereto as Schedule "A,"
GRB acquired exclusive rights to certain technology and products
throughout all of the Dominion of Canada from Supercrete;
NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the covenants and payments contained herein, GRB
agrees to assign all rights and benefits, and Sunbow agrees to
assume all obligations contained in the License (and in
accordance with its terms and conditions) upon the following
terms:
1. GRB hereby assigns the License and all rights and
benefits flowing thereunder to Sunbow, and releases any and all
interests in and to the License.
2. As consideration for the assignment herein by GRB
to Sunbow, Sunbow hereby agrees to assume all obligation
contained in the License and required to be performed by GRB
thereunder, including the payment of GRB's outstanding
indebtedness of EIGHT HUNDRED FIFTY-NINE THOUSAND FOUR HUNDRED
FOUR DOLLARS AND NINETY-SEVEN CENTS U.S. (US$869,404.97) owned to
Supercrete thereunder.
<PAGE> 2
3. Sunbow agrees to indemnify and hold harmless GRB
from any claims arising pursuant to the License.
4. Supercrete hereby consents to the assignement of
the License from GRB to Sunbow upon the terms and conditions
contained herein.
5. Supercrete and Sunbow agree that GRB's outstanding
indebteness of EIGHT HUNDRED FIFTY-NINE THOUSAND FOUR HUNDRED
FOUR DOLLARS AND NINETY-SEVEN CENTS U.S. (US$869,404.97) owed to
Supercrete shall be satisfied by Sunbow through payments to
Supercrete as follows:
(a) on or by June 30, 1996, the amount of
TWENTY-NINE THOUSAND SEVEN HUNDRED TWO DOLLARS AND
FORTY-NINE CENTS U.S. (US$29,702.49);
(b) on or by July 31, 1996, the amount of
TWENTY-NINE THOUSAND SEVEN HUNDRED TWO DOLLARS AND
FORTY-EIGHT CENTS U.S. (US$29,702.48); and
(c) on or by the last day of each of
following ten (10) months, the amount of EIGHTY
THOUSAND DOLLARS U.S. (US$80,000.00), from and
including August 31, 1996.
6. The expiry date of the License, as detailed in
paragraph 1 of the License, is hereby extended by Sunbow and
Supercrete until the 31st day of May, 1997.
Dated at Burlington, as of this 27th day of May, 1996.
SIGNED, SEALED AND DELIVERED )
in the presence of: )
) G.R.B. TECHNOLOGIES INC.
)
) By: Signature Illegible
)
) SUNBOW PROTECTIVE COATINGS
) INC.
)
) By: Signature Illegible
)
) SUPERCRETE N/L LIMITED
)
) By: Arthur Smith, Designated
) Signing Authority
<PAGE> 3
SCHEDULE "A"
G.R.B. Technologies Inc.
30 November, 1995
Supercrete N/A Limited
c/o Miller & Simons
Attorneys at Law
P.O. Box 260
Butterfield Square
Providenciales
Turks & Caicos Islands
British West Indies
Dear Sirs:
Supercrete N/A Limited will license to us the rights to the
Supercrete Technology. Such does not include the Chemcrete
primary additive (hereinafter called the "Golddust") to which you
retain the exclusive title and right, such being the primary
component of Supercrete Product necessary for its manufacture and
production.
1. The License shall be for a period of one year commencing as
of December 1, 1995 and expiring November 30, 1996. Such license
shall be automatically renewable form year to year thereafter,
subject to us purchasing a minimum of 40,000 lbs. Of Golddust in
each subsequent calendar year, during the term of such year and
not at the commencement thereof;
2. The license is exclusive to ourselves for the whole of the
Dominion of Canada;
3. The license fee if $1.00 plus the purchase of 40,000 lbs. Of
Golddust at a price of $25.00 U.S. Lb., payable as follows:
As of this date - $250,000.00 U.S.
February 29, 1996 - $250,000.00 U.S.
May 31, 1996 - $250,000.00 U.S.
August 31, 1996 - $250,000.00 U.S.
For a total of $1,000,000.00. Upon each payment being made, you
will deliver to us 10,000 lbs. of Golddust f.o.b. its place of
manufacture, to such location as we may from time to time
specify;
<PAGE> 4
4. The price of the Golddust shall be firm for the above
period. Thereafter the price of the Golddust can be increased by
yourselves, provided that at all times it shall be the same price
as offered by yourselves to other licensees of the Supercrete
Technology;
5. We may not sell Supercrete Product outside the Dominion of
Canada. Should we receive an enquiry or request to purchase
Supercrete Product from outside the Dominion of Canada, we will
immediately advise you as to such enquiry or request and the
source thereof. If such enquiry results in ourselves being
instrumental in our licensing the Suprecrete Technology, we shall
be entitled to your normal rate of commission applicable to
parties negotiating and being instrumental in concluding licenses
on your behalf.
6. On the basis we intend to establish sub-license blenders to
manufacture and produce Supercrete Product, such is subject to:
(i) Your consent to such sub-license blender which
will not be unreasonably withheld;
(ii) Such sub-license blender being restricted to the
manufacture, production and sale of Supercrete
Product only within the Dominion of Canada;
7. We are prohibited from selling or otherwise disposing of
Golddust to any party in its existing form as supplied by
yourselves, subject only to delivering it to a sub-licensee as
approved by yourselves, and in such event only for the express
purpose of manufacturing and producing Supercrete Product;
8. You shall supply us to such location as directed, all
equipment necessary to blend the components of the Supercrete
Product immediately upon receipt of the second payment as
hereinbefore provided for on February 28, 1996. You shall be
responsible for and contribute up to the sum of $100,000.00, with
ourselves being responsible for any additional cost;
9. Upon receipt of the initial payment as provided for in
paragraph 3 hereof, you will provide us with copies of all test
results and research and development information related to the
Supercrete Product in your possession. As well you will provide
us immediately the same is available, with any further test
results and/or research and development information relating to
either Supercrete Technology or Supercrete Product during the
term of the license or any extension thereof;
10. During the term of the license and any extension thereof, in
the event you develop or receive any further or additional
technology or technical information related to the Supercrete
Technology and/or Supercrete Product, we will have the first
<PAGE> 5
right of refusal to acquire same by way of license upon terms the
same as those offered to any other potential licensee. We agree
that any improvements we may make or effect to the Supercrete
Product shall become your property;
11. You will during the term of the license or any extension
thereof, provide us with master copies of all printed, video and
other media promotion material in order to allow us to reproduce
same;
12. We shall have the right to assign and/or sell the license
rights hereby granted, subject only to your prior consent in
writing, which consent will not be unreasonably withheld;
13. During the term of the license or any extension thereof,
upon 30 days notice in advance, you shall at all times provide us
with sufficient Golddust to satisfy your manufacturing and
production requirements for Supercrete Product at your current
price for same which shall be payable cash on delivery;
14. With respect to the payment due as of the date as provided
for in paragraph 3 hereof, we shall be credited with the sum of
$55,000.00 Canadian funds as paid with the prior license to
Environmental Systems & Technologies Inc. For the Province of
Ontario, which on conversion into U.S. funds shall be deducted
therefrom;
15. The terms herein recited shall at the option of either
Party, be incorporated in a formal Licensing Agreement.
On the understanding such incorporates the terms as discussed and
agreed upon, we would request that you sign a copy of this letter
in the place where indicated and return it.
Yours very truly,
G.R.B. TECHNOLOGIES INC.
Per: /s/ George R. Bowles, President
Supercrete N/A Limited hereby accepts and confirms all of the
terms as herein contained.
DATED at Burlington, Ontario this 30th day of November, 1995.
SUPERCRETE N/A LIMITED
By its designated signing authority
Per: G. Colin Rayner
<PAGE> 1
LEASE
(COMMERCIAL)
Made the 1st day of April 1996.
BETWEEN
LIONSGATE REALTY HOLDINGS INC.
(the "Landlord")
- - -and-
STRATFORD ACQUISITION CORP.
(the "Tenant")
In consideration of the rents, covenants and obligations
stipulated herein the Landlord and the Tenant have agreed to
enter into a Lease of the premises known municipally as UNIT 15
at 919 FRASER DRIVE, BURLINGTON, ONTARIO being 3,870 square feet
more or less and outlined in Schedule A attached (the
"Premises").
1. GRANT OF LEASE
(1) The Landlord leases the Premises to the Tenant:
(a) at the Rent set forth in Section 2;
(b) for the Term set forth in Section 3; and
(c) subject to the conditions and in accordance with the
covenants, obligations and agreements herein.
(2) The Landlord covenants that he has the right to grant the
leasehold interest in the Premises free from encumbrances except
as disclosed on title.
2. RENT
(1) Rent means the amounts payable by the Tenant to the Landlord
pursuant to this Section and includes Additional Rent.
(2) The Tenant covenants to pay to the Landlord, during the Term
of this Lease rent as follows:
(a) during the first FOUR years of the Term, the sum of
$13,545.00 per annum, payable monthly in advance in equal
installments of $1,128.75 on the first day of each and every
month, commencing the first day of the Term.
(3) The Tenant further covenants to pay all other sums required
by this Lease to be paid by him and agrees that all amounts
payable by the Tenant to the Landlord or to any other party
pursuant to the provisions of this Lease shall be deemed to be
additional rent ("Additional Rent") whether or not specifically
designated as such in this Lease.
Subject to the provisions of paragraph 6(a) herein
<PAGE>
<PAGE> 2
(4) The Landlord and the Tenant agree that, subject to the
provisions of paragraph 6(a) herein, it is their mutual intention
that this Lease shall be a completely carefree net lease for the
Landlord and that the Landlord shall not, during the Term of this
Lease, be required to make any payments in respect of the
Premises other than charges of a kind personal to the Landlord
(such as income and estate taxes and mortgage payments):
(a) and to effect the said intention of the parties the
Tenant promises to pay the following expenses related to the
Premises as Additional Rent;
(i) business taxes and licenses;
(ii) utilities (including but not limited to gas,
electricity, water, heat, air-conditioning);
(iii) services supplied to the Premises, provided
that this does not in any way oblige the Landlord to
provide any services, unless otherwise agreed in this
Lease;
(iv) property taxes and rate, duties and
assessments;
(v) maintenance;
(vi) insurance premiums;
(vii) sales tax, and any other taxes imposed on the
Landlord respecting the Rent;
(viii) all other charges, impositions, costs and
expenses of every nature and kind whatsoever;
(b) and if any of the foregoing charges are invoiced
directly to the Tenant, the Tenant shall pay same as and when
they become due and shall produce proof of payment to the
Landlord immediately if requested to do so;
(i) but the Tenant may contest or appeal any such
charges at the Tenant's own expense;
(c) and the Tenant hereby agrees to indemnify and protect
the Landlord from any liability accruing to the Landlord in
respect of the expenses payable by the Tenant as provided for
herein;
(d) and if the Tenant fails to make any of the payments
required by this Lease then the Landlord may make such payments
and charge to the Tenant as Additional Rent the amounts paid by
the Landlord;
(i) and if such charges are not paid by the Tenant on
demand the Landlord shall be entitled to the same
remedies and may take the same steps for recovery
of the unpaid charges as in the event of Rent in
arrears.
<PAGE> 3
(e) and if the Tenant enjoys the use of any common areas
and facilities not included in the Premises, the Tenant shall pay
his proportionate share of the foregoing expenses relating to
such common areas and facilities.
(5) Additional Rent shall be payable in monthly installments in
advance on the same dates stipulated for payment of Rent in
Section 2(2) and the Landlord shall at least once each year
provide the Tenant with a statement providing such information as
may be required to calculate accurately the amounts payable the
Tenant as Additional Rent:
(a) prior to the first such statement being delivered the
payments of Additional Rent shall be based on the Landlord's
estimate of the expenses chargeable to the Tenant;
(b) in the event that any such statement indicates that the
amounts paid by the Tenant for Additional Rent are either more or
less than the amount required pursuant to the statement then an
adjusting statement shall be delivered within thirty days;
(i) and if the Tenant has overpaid in respect of
Additional Rent the adjustment may be made by way
of reduction of the next ensuing instalment of
Rent subject to the Landlord's prior written
approval.
(c) Notwithstanding anything contained herein to the
contrary, the landlord hereby confirms that during the calendar
year 1996 only the Tenant's share of Additional Rent payable to
the Landlord shall be no greater that $625.65 per month (based
upon $1.94/sq. ft./year).
(6) All payments to be made by the Tenant pursuant to this Lease
shall be delivered to the Landlord at the Landlord's address for
service set out in Section 15 or to such other place as the
Landlord may from time to time direct in writing.
(7) The Tenant agrees to pay in advance to the Landlord at the
commencement of the Term the first and last month's Rent payable
under Section 2(2) of this Lease. The Landlord hereby
acknowledges receipt of a deposit in the amount of $3,754.43 to
be applied as follows:
(a) firstly, the amount of $1,877.21 to be applied against
payment of the Rent for the month of April 1996;
(b) secondly, the balance being $1,877.22 to be applied
against the payment of the Rent owing for the last month of the
Term or any extension thereof.
<PAGE>
<PAGE> 4
(8) All Rents in arrears and all sums paid by the Landlord for
expenses incurred which should have been paid by the Tenant shall
bear interest from the date payment was due, or made, or expense
incurred at a rate per annum equal to the prime commercial
lending rate of the Landlord's bank plus five (5) per cent. The
Tenant shall pay a fee of $35.00 for any cheque returned unpaid
by the Landlord's bank for any reason whatsoever.
(9) The Tenant acknowledges and agrees that the payments of Rent
and Additional Rent provided for in this Lease shall be made
without any deduction for any reason whatsoever unless expressly
allowed by the terms of this Lease or agreed to by the Landlord
in writing; and
(a) no partial payment by the Tenant which is accepted by
the Landlord shall be considered as other than a partial payment
on account of Rent owing and shall not prejudice the Landlord's
right to recover any Rent owing.
(10) The Tenant hereby covenants to deliver post-dated rent
cheques as the Landlord may from time to time demand to the
Landlord within 2 business days of said demand thereof.
3. TERM AND POSSESSION
(1) The Tenant shall have possession of the Premises for a
period of FOUR (4) years, commencing on the 1st day of April 1996
and ending on the 31st day of March 2000, (the "Term").
(2) Subject to the Landlord's rights under this Lease, and as
long as the Lease is in good standing the Landlord covenants that
the Tenant shall have the quiet enjoyment of the Premises during
the Term of this Lease without any interruption or disturbance
from the Landlord or any other person or persons lawfully
claiming through the Landlord.
(3) If the Tenant fails to take possession of the Premises or to
open for business on or before the date specified for
commencement of the Term of this Lease, the Landlord shall, in
addition to any other remedies, have the right to terminate this
Lease upon 24 hours written notice to the Tenant, and to recover
from the Tenant the cost of all work done by the Landlord on
behalf of the Tenant.
(4) If the Tenant is in good standing during the Term of this
Lease he shall have the option to renew this Lease for a further
term of FIVE (5) years on the terms and conditions contained in
the Landlord's then current standard form of Lease, save and
except for the rental rate which shall be subject to negotiation
between the Landlord and Tenant and further right to renew. If
the Tenant is desirous of exercising this option he shall notify
the Landlord prior to the 30th of September, 1999 otherwise the
<PAGE> 5
option to renew shall be null and void and be of no further force
or effect. The rental rate for the option term shall be at then
current rates and if the Landlord and Tenant are unable to agree
upon a rental rate within 2 months prior to termination of the
Term then expiring the rental rate shall be determined by
arbitration.
4. ASSIGNMENT
(1) The Tenant shall not assign this Lease or sublet the whole
or any part of the Premises unless he first obtains the consent
of the Landlord in writing, which consent shall not unreasonably
be withheld:
(a) and the Tenant hereby waives his right to the benefit
of any present or future Act of the Legislature of Ontario which
would allow the Tenant to assign this Lease or sublet the
Premises without the Landlord's consent.
(2) The consent of the Landlord to any assignment or subletting
shall not operate as a waiver of the necessity for consent to any
subsequent assignment or subletting.
(3) Any consent granted by the Landlord shall be conditional
upon the assignee, sublessee or occupant executing a written
agreement directly with the Landlord agreeing to be bound by all
the terms of this Lease as if the assignee, sublessee or occupant
had originally executed this Lease as Tenant.
(4) Any consent given by the Landlord to any assignment or other
disposition of the Tenant's interest in this Lease or in the
Premises shall not relieve the Tenant from his obligations under
this Lease, including the obligation to pay Rent and Additional
Rent as provided for herein.
(5) If the party originally entering into this Lease as tenant,
or any party who subsequently becomes the Tenant by way of
assignment or sublease or otherwise as provided for in this
Lease, is a corporation then:
(a) the Tenant shall not be entitled to deal with its
authorized or issued capital or that of an affiliated company in
any way that results in a change in the effective voting control
of the Tenant unless the Landlord first consents in writing to
the proposed change;
(b) if any change is made in the control of the Tenant
corporation without the written consent of the Landlord then the
Landlord shall be entitled to treat the Tenant as being in
default and to exercise the remedies stipulated in paragraph
10(2) of this Lease and any other remedies available in law;
<PAGE> 6
(c) the Tenant agrees to make available to the Landlord or
his authorized representatives the corporate books and records of
the Tenant for inspection at reasonable times provided that the
Tenant shall not be required to produce its financial records.
5. USE
(1) During the Term of this Lease the Premises shall not be used
for any purpose other that General Industrial Uses without the
express consent of the Landlord given in writing.
(2) The Tenant shall not do or permit to be done at the Premises
anything which may:
(a) constitute a nuisance;
(b) cause damage to the Premises;
(c) cause injury or annoyance to occupants of neighbouring
premises;
(d) make void or voidable any insurance upon the Premises;
(e) constitute a breach of any by-law, statute, order or
regulation of any municipal, provincial or other competent
authority relating to the Premises.
6. REPAIR AND MAINTENANCE
(1) The Tenant covenants that during the term of this Lease and
any renewal thereof the Tenant shall keep in good condition the
Premises including all alterations and additions made thereto,
and shall, with or without notice, promptly make all needed
repairs and all necessary replacements as would a prudent owner:
(a) but the Tenant shall not be liable to effect repairs
attributable to reasonable wear and tear, or to damage caused by
fire, lightening or storm.
(2) The Tenant shall permit the Landlord or a person authorized
by the Landlord to enter the Premises to examine the condition
thereof and view the state of repair at reasonable times:
(a) and if upon such examination repairs are found to be
necessary, written notice of the repairs shall be given to the
Tenant by or on behalf of the Landlord and the Tenant shall make
the necessary repairs within the time specified in the notice;
(b) and if the Tenant refuses or neglects to keep the
Premises in good repair the Landlord may, but shall not be
obliged to, make any necessary repairs, and shall be permitted to
enter the Premises, by himself or his servants or agents, for the
purpose of effecting the repairs without being liable to the
Tenant for any loss, damage or inconvenience to the Tenant in
connection with the Landlord's entry and repairs;
<PAGE> 7
(i) and if the Landlord makes repairs the Tenant shall pay
the cost of them immediately as Additional Rent.
(3) Upon expiry of the Term or other determination of this Lease
the Tenant agrees peaceably to surrender the Premises, including
any alterations or additions made thereto, to the Landlord in a
state of good repair, reasonable wear and tear and damage by
fire, lightening and storm only excepted.
(4) The Tenant shall immediately give written notice to the
Landlord of any substantial damage that occurs to the premises
from any cause.
7. ALTERATIONS AND ADDITIONS
(1) If the Tenant, during the Term of this Lease or any renewal
of it, desires to make any alterations or additions to the
Premises, including but not limited to: erecting partitions,
attaching equipment, and installing necessary furnishings or
additional equipment of the Tenant's business, the Tenant may do
so at his own expense, at any time and from time to time, if the
following conditions are met:
(a) before undertaking any alteration or addition the
Tenant shall submit to the Landlord a plan showing the proposed
alterations or additions and the Tenant shall not proceed to make
any alteration or addition unless the Landlord has approved the
plan, and the Landlord shall not unreasonably or arbitrarily
withhold his approval;
(i) and items included in the plan which are regarded
by the Tenant as "Trade Fixtures" shall be
designated as such on the plan;
(b) any and all alterations or additions to the Premises
made by the Tenant must comply with all applicable building code
standards and by-laws of the municipality in which the Premises
are located.
(2) The Tenant shall be responsible for and pay the cost of any
alterations, additions, installations or improvements that any
governing authority, municipal, provincial or otherwise, may
require to be made in, on or to the Premises.
(3) No sign, advertisement or notice shall be inscribed, painted
or affixed by the Tenant, or any person on the Tenant's behalf,
on any part of the inside or outside of the building in which the
Premises are located unless the sign, advertisement or notice has
been approved in every respect by the Landlord.
<PAGE> 8
(4) All alterations and additions to the Premises made by or on
behalf of the Tenant, other than the Tenant's Trade Fixtures,
shall immediately become the property of the Landlord without
compensation to the Tenant.
(5) The Tenant agrees, at his own expense and by whatever means
may be necessary, immediately to obtain the release or discharge
of any encumbrance that may be registered against the Landlord's
property in connection with any additions or alterations to the
Premises made by the Tenant or in connection with any other
activity of the Tenant.
(6) If the Tenant has complied with his obligations according to
the provisions of this Lease, the Tenant may remove his Trade
Fixtures at the end of the Term or other termination of this
Lease and the Tenant covenants that he will make good and repair
or replace as necessary any damage caused to the Premises by the
removal of the Tenant's Trade Fixtures.
(7) Other than as provided in paragraph 7(6) above, the Tenant
shall not, during the term of this Lease or anytime thereafter
remove from the Premises any Trade Fixtures or other goods and
chattels of the Tenant except in the following circumstances:
(a) the removal is in the ordinary course of business;
(b) the Trade Fixture has become unnecessary for the
Tenant's business or is being replaced by a new or similar Trade
Fixture; or
(c) the Landlord has consented in writing to the removal;
but in any case the Tenant shall make good any damage caused to
the Premises by the installation or removal of any Trade
Fixtures, equipment, partitions, furnishings and any other
objects whatsoever brought onto the Premises by the Tenant.
(8) The Tenant shall, at his own expense, if requested by the
Landlord, remove any or all additions or improvements made by the
Tenant to the Premises during the Term and shall repair all
damage caused by the installation or the removal or both.
(9) The Tenant shall not bring onto the Premises or any part of
the Premises any machinery, equipment or any other thing that
might in the opinion of the Landlord, by reason of its weight,
size or use, damage the Premises or overload the floors of the
Premises;
(a) and if the Premises are damaged or overloaded the
Tenant shall restore the Premises immediately or pay to the
Landlord the cost of restoring the Premises.
<PAGE> 9
8. INSURANCE
(1) During the Term of this Lease and any renewal thereof the
Landlord shall maintain with respect to the Premises, insurance
coverage insuring against:
(a) loss or damage by fire, lightening, storm and other
perils that may cause damage to the Premises or the property of
the Landlord in which the Premises are located as are commonly
provided for as extended perils coverage or as may be reasonably
required and obtained by the Landlord;
(i) and the insurance policy shall provide coverage on
a replacement cost basis in an amount sufficient to
cover the cost of all signs and leasehold improvements;
(b) liability for bodily injury or death or property damage
sustained by third parties up to such limits as the Landlord in
his sole discretion deems advisable;
(c) rental income protection insurance with respect to fire
and other perils to the extent of one year's Rent payable under
this Lease;
(i) but such insurance and any payment of the proceeds
thereof to the Landlord shall not relieve the Tenant of
its obligations to continue to pay rent during any
period of rebuilding, replacement, repairing or
restoration of the Premises except as provided in
Section 9.
(2) The Tenant covenants to keep the Landlord indemnified
against all claims and demands whatsoever by any person, whether
in respect of damage to person or property, arising out of or
occasioned by the maintenance, use or occupancy of the Premises
or the subletting or assignment of same or any part thereof, and
the Tenant further covenants to indemnify the Landlord with
respect to any encumbrance on or damage to the Premises
occasioned by or arising from the act, default, or negligence of
the tenant, its officers, agents, servants, employees,
contractors, customers, invitees or licensees:
(a) and the Tenant agrees that the foregoing indemnity
shall survive the termination of this Lease notwithstanding any
provisions of this Lease to the contrary.
(3) Paragraph Intentionally Deleted.
<PAGE> 10
(4) The Tenant shall carry insurance in his own name insuring
against the risk of damage to the Tenant's property within the
Premises caused by fire or other perils and the policy shall
provide for coverage on a replacement cost basis to protect the
Tenant's stock-in-trade, equipment, Trade Fixtures, decorations
and improvements.
(5) The Tenant shall carry public liability and property damage
insurance in which policy the Landlord shall be named insured and
the policy shall include a cross-liability endorsement;
(a) and the Tenant shall provide the Landlord with a copy
of the policy.
9. DAMAGE TO THE PREMISES
(1) If the Premises or the building in which the Premises are
located, are damaged or destroyed, in whole or in part, by fire
or other peril, then the following provisions shall apply:
(a) if the damage or destruction renders the Premises unfit
for occupancy and impossible to repair or rebuild using
reasonable diligence within 120 clear days from the happening of
such damage or destruction, then the Term hereby granted shall
cease from the date the damage or destruction occurred, and the
Tenant shall immediately surrender the remainder of the term and
give possession of the premises to the Landlord, and the Rent
from the time of the surrender shall abate;
(b) if the Premises can with reasonable diligence be
repaired and rendered fit for occupancy within 120 days from the
happening of the damage or destruction, but the damage renders
the Premises wholly unfit for occupancy, then the rent hereby
reserved shall not accrue after the day that such damage
occurred, or while the process of repair is going on, and the
Landlord shall repair the Premises with all reasonable speed, and
the Tenant's obligation to pay Rent shall resume immediately
after the necessary repairs have been completed;
(c) If the leased Premises can be repaired within 120 days
as aforesaid, but the damage is such that the leased Premises are
capable of being partially used, then until such damage has been
repaired, the Tenant shall continue in possession and the rent
shall abate proportionally.
(2) Any question as to the degree of damage or destruction or
the period of time required to repair or rebuild shall be
determined by an architect retained by the Landlord.
<PAGE> 11
(3) Apart from the provisions of Section 9(1) there shall be no
abatement from or reduction of the Rent payable by the Tenant,
nor shall the Tenant be entitled to claim against the Landlord
for any damages, general or special, caused by fire, water,
sprinkler systems, partial or temporary failure or stoppage of
services or utilities which the Landlord is obliged to provide
according to this Lease, from any cause whatsoever.
10. ACT OF DEFAULT AND LANDLORD'S REMEDIES
(1) An Act of Default has occurred when:
(a) the Tenant has failed to pay Rent for a period of 15
consecutive days, regardless of whether demand for payment has
been made or not;
(b) the Tenant has breached his covenants or failed to
perform any of his obligations under this Lease; and
(i) the Landlord has given notice specifying the
nature of the default and the steps required
to correct it; and
(ii) the Tenant has failed to correct the default
as required by the notice;
(c) the Tenant has;
(i) become bankrupt or insolvent or made an
assignment for the benefit of Creditors;
(ii) had its property seized or attached in
satisfaction of a judgment;
(iii) had a receiver appointed;
(iv) committed any act or neglected to do anything
with the result that a Construction Lien or
other encumbrance is registered against the
Landlord's property;
(v) without the consent of the Landlord, made or
entered into an agreement to make a sale of
its assets to which the Bulk Sales Act
applies;
(vi) taken action if the Tenant is a corporation,
with a view to winding up, dissolution or
liquidation;
(d) any insurance policy is cancelled or not renewed by
reason of the use or occupation of the Premises, or by reason of
non-payment of premiums;
(e) the Premises;
(i) become vacant or remain unoccupied for a
period of 30 consecutive days; or
<PAGE> 12
(ii) are not open for business on more than thirty
(30) business days in any twelve (12) month
period or on any twelve (12) consecutive
business days;
(iii) are used by any other person or persons, or
for any other purpose than as provided for in
this Lease without the written consent of the
Landlord.
(2) When an Act of Default on the part of the Tenant has
occurred:
(a) the current month's rent together with the next three
months' rent shall become due and payable immediately; and
(b) the Landlord shall have the right to terminate this
Lease and to re-enter the Premises and deal with them as he may
choose.
(3) If, because an Act of Default has occurred, the Landlord
exercises his right to terminate this Lease and re-enter the
Premises prior to the end of the Term, the Tenant shall
nevertheless be liable for payment of Rent and all other amounts
payable by the Tenant in accordance with the provisions of this
Lease until the Landlord has re-let the Premises or otherwise
dealt with the Premises in such manner that the cessation of
payments by the Tenant will not result in loss to the Landlord:
(a) and the Tenant agrees to be liable to the Landlord,
until the end of the Term of this Lease for payment of any
difference between the amount of Rent hereby agreed to be paid
for the Term hereby granted and the Rent any new tenant pays to
the Landlord.
(4) The Tenant covenants that notwithstanding any present or
future Act of the Legislature of the Province of Ontario, the
personal property of the tenant during the term of this Lease
shall not exempt from levy by distress for Rent in arrears:
(a) and the Tenant acknowledges that it is upon the express
understanding that there should be no such exemption that this
Lease is entered into, and by executing this Lease:
(i) the Tenant waives the benefit of any such
legislative provisions which might otherwise be
available to the Tenant in the absence of this
agreement; and
(ii) the Tenant agrees that the Landlord may plead this
covenant as an estoppel against the Tenant if an
action is brought to test the Landlord's right to
levy distress against the Tenant's property.
<PAGE> 13
(5) If, when an Act of Default has occurred, the Landlord
chooses not to terminate the lease and re-enter the Premises, the
Landlord shall have the right to take any and all necessary steps
to rectify and or all Acts of Default of the Tenant and to charge
the costs of such rectification to the Tenant and to recover the
costs as Rent.
(6) If, when an Act of Default has occurred, the Landlord
chooses to waive his right to exercise the remedies available to
him under this Lease or at the law the waiver shall not
constitute condonation of the Act of Default, nor shall the
waiver be pleaded as an estoppel against the Landlord to prevent
his exercising his remedies with respect to the subsequent Act of
Default:
(a) No covenant, term, or condition of this Lease shall be
deemed to have been waived by the Landlord unless the waiver is
in writing and signed by the Landlord.
11. TERMINATION UPON NOTICE AND AT END OF TERM
(1) Paragraph Intentionally Deleted.
(2) Paragraph Intentionally Deleted.
(3) The Tenant agrees to permit the Landlord during the last
three months of the Term of this Lease to display "For Rent" or
"For Sale" signs or both at the Premises and to show the Premises
to prospective new tenants or purchasers and to permit anyone
having written authority of the Landlord to view the Premises at
reasonable hours. Twenty-four hours notice must be given to the
Tenant prior to any and all appointments to view the Premises.
(4) If the Tenant remains in possession of the Premises after
termination of this Lease as aforesaid and if the Landlord then
accepts rent for the Premises from the Tenant, it is agreed that
such overholding by the Tenant and acceptance of Rent by the
Landlord shall create an automatic renewal of this Lease and the
tenancy shall remain subject to all the terms and conditions of
this Lease except as follows:
(a) The Term shall be extended for a period of One Year
from the termination date of the term then expiring (the
"Extended Term").
(b) The Landlord only shall have the right to terminate the
tenancy during the Extended Term by giving the Tenant 30 days
written notice.
(c) The Rental Rate during the Extended Term shall be 110%
of the rental rate as calculated during the last year of the Term
then expiring.
<PAGE> 14
12. ACKNOWLEDGEMENT BY TENANT
(1) The Tenant agrees that he will at any time or times during
the term, upon being given at least forty-eight (48) hours prior
written notice, execute and deliver to the Landlord a statement
in writing certifying:
(a) that this Lease is unmodified and is in full force and
effect (or if modified stating the modifications and confirming
that the Lease is in full force and effect as modified;
(b) the amount of Rent being paid;
(c) the dates to which Rent has been paid;
(d) other charges payable under this Lease which have been
paid;
(e) particulars of any prepayment of rent or security
deposits; and
(f) particulars of any subtenancies.
13. SUBORDINATION AND POSTPONEMENT
(1) This Lease and all the rights of the Tenant under this Lease
are subject and subordinate to any and all charges against the
land, buildings or improvements of which the Premises form part,
whether the charge is in the nature of a mortgage, trust deed,
lien or any other form of charge arising from the financing or
re-financing, including extensions or renewals, of the Landlord's
interest in the property.
(2) Upon the request of the Landlord the Tenant will execute any
form required to subordinate this Lease and the Tenant's rights
to any such charge, and will, if required, attorn to the holder
of the charge.
(3) No subordination by the Tenant shall have the effect of
permitting the holder of any charge to disturb the occupation and
possession of the Premises by the Tenant as long as the Tenant
performs his obligations under this Lease.
14. RULES AND REGULATIONS
The Tenant agrees on behalf of itself and all persons entering
the Premises with the Tenant's authority or permission to abide
by such reasonable rules and regulations that form part of this
Lease and as the Landlord may make from time to time.
15. NOTICE
(1) Any notice required or permitted to be given by one party to
the other pursuant to the terms of this Lease may be given to
the:
<PAGE> 15
(a) Landlord at:
93 Dundas Street East, Suite 115, Mississauga, Ontario L5A 1W7
Attn: Jay Rolin Telephone: (905) 276-3143 Fax: (905) 276-5903
(b) Tenant at the Premises.
(2) The above addresses may be changed at any time by giving ten
(10) days written notice.
(3) Any notice given by one party to the other in accordance
with the provisions of this Lease shall be deemed conclusively to
have been received on the date delivered if the notice is served
personally or seventy-two (72) hours after mailing if the notice
is mailed.
16. REGISTRATION
The Tenant shall not at any time register notice of or a
copy of this Lease on title to the property of which the premises
form part without consent of the Landlord.
17. INTERPRETATION
(1) The words importing the singular number only shall include
the plural, and vice versa, and words importing the masculine
gender shall include the feminine gender and words importing
persons shall include firms and corporations and vice versa.
(2) Unless the context otherwise requires, the word "Landlord"
and the word "Tenant" wherever used herein shall be construed to
include the executors, administrators, successors and assigns of
the Landlord and Tenant, respectively.
(3) When there are two or more Tenants bound by the same
covenants herein contained, their obligations shall be joint and
several.
In Witness of the foregoing covenants the Landlord and the Tenant
have executed this Lease.
18. ACKNOWLEDGEMENT
The Landlord acknowledges that all of the chattels, material
and personal property in or about the Premises is not the
property of the Tenant and is the property of J.S. Consultants
and/or Jan Sulkiewicz.
<PAGE> 16
In Witness of the foregoing covenants the Landlord and the Tenant
have executed this Lease.
Witness:
_______________________________ ________________________________
Landlord
Witness:
_______________________________ ________________________________
Tenant
<PAGE> 17
SCHEDULE A
to Lease made between
LIONSGATE REALTY HOLDINGS INC.
the Landlord
and
STRATFORD ACQUISITION CORP.
the Tenant
1. The Tenant shall have the exclusive use of four (4) parking
spaces as outlined on the plan attached hereto. in accordance
with same, the Tenant may at his own cost designate those parking
spaces as reserved for his own use and will not hold the Landlord
responsible in the event that others may park in those designated
spots illegally. The Landlord shall give prior approval of the
method of designation for the parking spaces and may from time to
time demand the alteration of the Tenant's method of designation
of the parking spaces.
2. The Landlord hereby warrants that on the commencement date
of this Lease the existing HVAC, electrical and plumbing systems
shall be fully operational. The Tenant hereby covenants that he
will maintain these systems during the term of this Lease and any
extension thereof as would a prudent owner and upon termination
of the Lease the systems and any additions and/or modifications
thereof shall be fully operational, reasonable wear and tear
excluded, as indicated in the Lease.
3. The Landlord covenants that at his own cost will clean out
the existing wooden garbage bin enclosure behind the premises and
instruct the waste removal carrier to place the garbage bin
inside the enclosure.<PAGE>
<PAGE> 18
SCHEDULE OF RULES AND REGULATIONS FORMING PART OF THIS LEASE
This schedule is for a large building in which the Tenant is one
of many Tenants.
The Tenant shall observe the following Rules and Regulations (as
amended, modified or supplemented from time to time by the
Landlord as provided in this Lease):
1. The sidewalks, entrances, elevators, stairways and corridors
of the building shall not be obstructed or used by the Tenant,
his agents, servants, contractors, invitees or employees for any
purpose other than access to and from the Premises.
2. Paragraph Intentionally Deleted.
3. The toilets, sinks, drains, washrooms and other water
apparatus shall not be used for any purpose other than those for
which they were constructed, and no sweepings, rubbish, rags,
ashes or other substances, such as chemicals, solvents, noxious
liquids or pollutants shall be thrown therein, and any damage
resulting to them from misuse shall be borne by the Tenant by
whom or by whose employees, agents, servants, contractors or
invitees the damage was caused.
4. Paragraph Intentionally Deleted.
5. The Tenant shall not perform any acts or carry on any
activity which may damage the Premises or the common areas or be
a nuisance to any other tenant.
6. No animals or birds shall be brought into the building or
kept on the Premises.
7. The Tenant shall not mark, drill into, bore or cut or in any
way damage or deface the walls, ceilings or floors of the
Premises. No wires, pipes or conduits shall be installed in the
Premises without prior written approval of the Landlord. No
broadloom or carpeting shall be affixed to the Premises by means
of a non-soluble adhesive or similar products.
8. No one shall use the Premises for sleeping apartments or
residential purposes, for the storage of personal effects or
articles other than those required for business purposes, or for
any illegal purpose.
9. The Tenant shall not use or permit the use of any
objectionable advertising medium such as, without limitation,
loudspeakers, public address systems, sound amplifiers, radio,
broadcast or television apparatus within the building which is in
any manner audible or visible outside the Premises.
<PAGE> 19
10. Paragraph Intentionally Deleted.
11. Paragraph Intentionally Deleted.
12. No inflammable oils or other inflammable, toxic, dangerous
or explosive materials shall be kept or permitted to be kept in
or on the Premises.
13. Paragraph Intentionally Deleted.
14. Nothing shall be placed on the outside of windows or
projections of the Premises. No air-conditioning equipment shall
be placed at the windows of the Premises without the consent in
writing of the Landlord.
15. Paragraph Intentionally Deleted.
16. Paragraph Intentionally Deleted.
17. Canvassing, soliciting and peddling in the building is
prohibited.
18. The Tenant shall first obtain in writing the consent of the
Landlord to any alteration or modification to the electrical
system in the Premises and all such alterations and modifications
shall be completed at the Tenant's expense by an electrical
contractor acceptable to the Landlord.
19. The Tenant shall first obtain in writing the consent of the
Landlord to the placement by the Tenant or any garbage containers
or receptacle outside the Premises or building.
20. The Tenant shall not install or erect on or about the
Premises television antennae, communications towers, satellite
dishes or other such apparatus.
21. The Landlord shall have the right to make such other and
further reasonable rules and regulations and to alter, amend or
cancel all rules and regulations as in its judgement may from
time to time be needed for the safety, care and cleanliness of
the building and for the preservation of good order therein and
the same shall be kept and observed by the Tenant, his employees,
agents, servants, contractors or invitees. The Landlord may from
time to time waive any of such rules and regulations as applied
to particular tenants and is not liable to the Tenant for
breaches thereof by other tenants.
<PAGE> 1
1154108 ONTARIO INC
Suite 207
10 Lamport Drive
Toronto, Ontario
M4W 1S6
November 12, 1995
Stratford Acquisition Corp.
5420 North Service Road
5th Floor
Burlington, Ontario
L7L 6C7
Dear Sirs:
RE: MANAGEMENT AGREEMENT
The following are the terms and conditions pursuant to
which 1154108 Company Inc. (hereinafter referred to as the "Company")
will manage the business affairs of Stratford Acquisition Corp.
(hereinafter referred to as "Stratford").
(1) The Company will manage Stratford's office and
administrative business dealings in Canada including, but not limited
to:
(a) paying Stratford's rent, and discharging of its obligations
under its Lease;
(b) paying all of the officers and other employees of
Stratford, and remitting U.I.C., C.P.P. and income tax to
the Receiver General, and issuing the appropriate T-4
slips, and in every other way discharging all of the
obligations of Stratford to its said employees, including
payment of salaries, business related expenses incurred by
the employees and paying club memberships where Stratford
has agreed to pay such memberships on behalf of the
employees;
(c) paying automobile expenses of employees where Stratford has
agreed to pay same and including lease payments, insurance
premiums and maintenance and fuel costs;
(d) paying all obligations of Stratford for telephones,
including cellular telephones, office supplies, equipment
purchases and/or lease payments;
(e) and all other payments that are the obligations of
Stratford which are not enumerated above.
(2) Stratford shall pay to the Company, in
consideration of performing said management services, a fee equal to
five (5%) per cent, plus GST, of the gross amounts paid by the
Company on behalf of Stratford.
<PAGE> 2
(3) The Company will bill Stratford semi-monthly for
the aforementioned five (5%) per cent management fee.
(4) The Company shall advise Stratford of the amounts
required to be paid by Stratford to the Company to discharge the
above-mentioned obligations to Stratford, and Stratford shall remit
cheques to the Company for the said amounts as required.
(5) This Agreement shall remain in full force and
effect until terminated, which may be done by either party by giving
thirty (30) days written notice of the termination of this agreement.
Yours very truly
1154108 ONTARIO INC.
/s/ LEE MONACO, President
STRATFORD ACQUISITION CORP.
per:
/s/ ARTHUR L. SMITH, President
<PAGE> 1
RELOCATION AGREEMENT
B E T W E E N :
STRATFORD ACQUISITION CORP. (a Minnesota Corporation)
(hereinafter called "Stratford")
- and -
JAN SULKIEWICZ
(hereinafter called "Jan")
(1) Stratford and Jan agree that Jan will be a director
and Vice-President of Stratford commencing February, 1996;
(2) Stratford will reimburse Jan for the cost of moving
himself, his laboratory and files, in the amounts actually expended
by Jan. These sums will include but not be limited to packing,
transporting, unpacking and setting up in Stratford's Research Centre
all of Jan's personal effects, equipment, testing machinery, files,
records, printed materials, automobile, etc.;
(3) Stratford will reimburse Jan for the carrying cost of
Jan's home in Kelowna, B.C., by paying to Jan $4000.00 per month on
the first day of each month commencing April 1, 1996, until Jan has
closed the sale of the home. Payment may be made by cash or shares of
Stratford.
Dated at Burlington, Ontario, this 24th day of January,
1996.
STRATFORD ACQUISITION CORP.
per: /s/ Arthur L. Smith, President
/s/ JAN SULKIEWICZ
<PAGE> 1
CONSULTING AGREEMENT
B E T W E E N:
STRATFORD ACQUISITION CORP.
(a Minnesota Corporation)
(Herein called "Stratford")
- and -
SMART TECHNOLOGIES INC.
(A British Virgin Islands Company)
(Herein called "The Company")
1. Stratford and the Company hereby agree that the Company
will provide consulting services to Stratford for one year commencing
February 1, 1996 to January 31, 1997.
2. Stratford will pay the Company the equivalent of
$100,000.00 (Cdn.) by stock options for said consulting services for
the one year term of this contract in the manner hereinafter set out.
3. Stratford will pay the said sum of $100,000.00 (Cdn.) in
equivalent U.S. dollars at the prevailing exchange rate at the Royal
Bank of Canada on the 15th and last days of each month.
4. Stratford will grant to the Company options on Stratford's
common shares at 0.0001 cents per share, which option may be
exercised within two years of the date of each option.
5. The option will be for sufficient shares to provide the
company with the equivalent U.S. dollars due to the Company pursuant
to paragraph 4 above based on the "Bid" price quoted by Stratford's
stock broker on the 15th and last days of each month. For example,
if the Company is entitled to receive $2700 U.S. on February 15th,
1996 and the Bid is $10.00 per share, Stratford will grant an option
for 270 shares to the Company for 0.0001 cents per share which option
can be exercised at any time prior to February 15, 1998.
6. Stratford may terminate this agreement on 30 days notice to
the Company if the Company fails to perform his its services as set
out in the paragraph 2 above in a satisfactory manner.
DATED at Burlington this 22nd day of January, 1996.
STRATFORD ACQUISITION CORP.
Per: /s/ ARTHUR L. SMITH, President
SMART TECHNOLOGIES INC.
Per: /s/ JAN SULKIEWICZ, M.Sc.Eng.
President
<PAGE> 1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT made the 21st day of July, 1995
B E T W E E N: STRATFORD ACQUISITION CORP., a Corporation duly
incorporated under the laws of the State of
Minnesota, United States of America
Hereinafter called the "Corporation"
PARTY OF THE FIRST PART
- - - A N D - HERBERT ADAMS of the Town of Ancaster in the
Region of Hamilton - Wentworth
Hereinafter called the "Consultant"
PARTY OF THE SECOND PART
WHEREAS the Corporation desires to be assured of the
association and services of the Consultant in order to avail itself
of the experience, skills, abilities, background and knowledge of the
Consultant to facilitate long range planning, and to execute the
business of the Corporation and marketing needs in an orderly and
efficient manner, and it therefore willing to engage the Consultant
upon the terms and subject to the provisions hereinafter contained;
AND WHEREAS the Consultant agrees to be engaged and
retained by the Corporation, subject to the terms and provisions
herein contained.
NOW THEREFORE WITNESSETH that in consideration of the
premises, the terms and provisions hereinafter set forth and for
other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by each of the Parties hereto, they
agree each with the other as follows:
1. Consulting Services
The Corporation hereby retains the Consultant for the
purpose of assisting it by providing market support for the raising
of funds, for locating, investigating and negotiating future
acquisitions and for general consultation and advice to management in
the conduct of the affairs and business of the Corporation.
<PAGE> 2
2. Term
Unless terminated for cause the Consultant shall be
retained by the Corporation for a period of five (5) years from and
including the first day of August, 1995, which term may be extended
thereafter for such additional period and remuneration as shall be
mutually agreed upon between the Parties hereto.
3. Compensation of Consultant
The Corporation agrees to compensate the Consultant by
payment of a consulting fee of $10,000 U.S. per month, such being
payable quarter yearly in advance, commencing as of and from August
1, 1995 for the term of this Agreement unless terminated for cause.
In addition the Corporation shall provide the Consultant
with an option to purchase up to 150,000 of its issued stock at a
price of .0001 cent per share, such option being exercisable by the
Consultant through the Corporation's 1995 Non-Qualified Stock Option
Plan.
4. Expenses
The Corporation agrees that in addition to the aforestated
compensation, it shall pay and satisfy all reasonable business
expenses authorized by the Corporation, and incurred by the
consultant in furtherance of the business of the Corporation,
including travel, food, lodging and entertainment expenses, upon
presentation by the Consultant of receipts in a form and manner as
directed by the Corporation.
5. Relationship of Parties
This Agreement shall not be interpreted or constitute an
Employment Agreement whereby an employer-employee relationship is
established between the Parties thereto. It is expressly understood
and agreed that the Consultant shall at all times be retained as an
independent contractor and not an employee of the Corporation. The
Consultant shall not have authority to act as the agent of the
Corporation, except when such authority is specifically delegated to
him by the Corporation. Subject to the express provisions herein,
the manner and means utilized by the Consultant in the performance of
his services shall be under his sole control. Any and all
compensation as paid by the Corporation to the Consultant shall
constitute earnings to the Consultant as an independent contractor
through self-employment and not as income from the Corporation. The
Corporation shall not withhold any amounts from the compensation paid
the Consultant by way of statutory holdbacks or income tax,
unemployment insurance, Canada Pension Plan contributions or any
other deductions be they federal or
<PAGE> 3
provincial. Furthermore the Corporation shall not be required to
make any contributions to the Workers; Compensation Board or the
Ontario Health Insurance Plan on behalf of the Consultant.
6. Notices
Any notice, request, demand or other communication required
or permitted hereunder shall be deemed to be properly given if in
writing and delivered to the other Party either by prepaid mail
directed to the principal residence address of the Consultant 22
Daffodil Crescent, Ancaster, Ontario L9K 1C8, or the Registered
Office address of the Corporation in the Province of Ontario, 5th
Floor, 5420 North Service Road, Burlington Ontario L7L 6C7, or by
personal service on the same, which shall be delivered to any adult
person at either address. Either Party may change its or his address
by written notice to the other made in accordance with this
paragraph.
7. Benefit of Agreement
This Agreement shall enure to the benefit of sand be
binding upon the Parties hereto together with their respective heirs,
executors, administrators, successors and assigns.
8. Governing Law
This Agreement shall be construed and interpreted in
accordance with the laws of the Province of Ontario, and each of the
Parties hereto irrevocably attorns to the jurisdiction of the Courts
of the Province of Ontario.
9. Assignment
This Agreement shall not be assignable by either of the
Parties hereto saving with the written consent of the other, and any
attempt by either Party to assign the rights, duties or obligations
as provided for herein, without the prior written consent of the
other Party, shall be void and shall constitute a breach of the terms
of this Agreement.
10. Entire Agreement - Modification
This Agreement constitutes the entire agreement between the
Parties hereto. There are not, and shall not be any oral statements,
representations, warranties, undertakings or agreements between the
Parties.
This Agreement and the provisions herein can however be
waived, altered, modified or amended on the consent of both of the
Parties hereto, provided that no waiver, alteration, modification or
amendment of any of the provisions herein shall be binding unless the
same be in writing signed by both of the Parties hereto.
<PAGE> 4
11. Arbitration
In the event of any dispute or disagreement between the
Parties hereto as to the obligations of the Corporation and the
duties and responsibilities of the Consultant, or related to the
interpretation of this Agreement, which cannot be resolved as between
them, then and in that event the matter shall be resolved by
arbitration as follows:
Each of the said Parties shall select one party to
represent it and him as arbitrator, each of the parties so selected
as arbitrator to select as between them one other party independent
therefrom, the three parties so selected to be arbitrator or who
shall be apprised of all facts and matters in issue as between the
Parties hereto. The disagreement shall be resolved by a majority
decision of the three arbitrators, which decision shall be final and
binding on the Parties hereto. Provided that should either of the
said Parties be unwilling or unable to select one party to represent
it or him, or should the two parties selected by the said Parties be
unable to mutually select one more, or should the three parties so
selected be unable to reach a decision, then the matter shall be
resolved pursuant to the Arbitrations Act, R.S.O. 1990 Chapter A 24
and the amendments thereto.
IN WITNESS WHEREOF the Corporation has executed this
Agreement as evidenced by the signatures of the duly authorized
signing Officers who have authority to bind the Corporation.
STRATFORD ACQUISITION CORP.
Per: /s/ Rob MacLeod, President
Per: /s/ Mel Greenspoon
IN WITNESS WHEREOF Herbert Adams has hereunto affixed his
hand and seal.
SIGNED, SEALED AND DELIVERED )
in the presence of: )
) /s/ Herbert Adams
)
<PAGE> 1
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT is hereby entered into this
2nd day of November, 1995, between Stratford Acquisition Corp., a
Minnesota corporation, hereinafter referred to "SAC" and Herbert
G. Adams, an individual, hereinafter referred to as the "HGA."
This agreement terminates the Consulting Agreement date
July 21, 1995, between the parties wherein HGA was retained as a
consultant to SAC.
SAC acknowledges that HGA has performed his obligations
in a noble manner during his short tenure as a consultant to SAC
and his advice to the Board of Directors proved to be an
invaluable aid in initiating the operations of SAC. SAC further
acknowledges that HGA's current medical condition is such that it
would be in his best interest to be relieved from the obligations
imposed upon him by the terms of the Consulting Agreement.
Therefore, by mutual agreement of the parties, the
foregoing Consulting Agreement is hereby terminated, set aside
and held for naught; and, further, HGA is entitled to keep and
shall keep all shares of stock issued to him pursuant to the
Consulting Agreement and further is entitled to keep and shall
keep all sums of money paid to him pursuant to the terms of the
Consulting Agreement.
IN WITNESS WHEREOF, this Termination Agreement has been
duly executed and the parities, on the date first above written.
STRATFORD ACQUISITION CORP.
BY: /s/ Arthur Smith, President
/s/ Herbert G. Adams
<PAGE> 1
CONSULTING AGREEMENT
THIS AGREEMENT made as of the 26th day of February, 1996.
B E T W E E N :
STRATFORD ACQUISITION CORP., a corporation incorporated
pursuant to the laws of the State of Minnesota,
(hereinafter referred to as "SAC")
OF THE FIRST PART
- and -
BARRY ALTER, of 266 Applewood Road, Concord, Ontario, L4K
4B4,
(hereinafter referred to as "ALTER")
OF THE SECOND PART.
WHEREAS ALTER is in the business of providing consulting
services to publicly traded companies for a fee;
AND WHEREAS SAC is a publicly traded company which is
desirous of retaining ALTER to provide consulting services to it for
a fee on the terms and conditions hereinafter set out.
NOW THEREFORE in consideration of the sum of Ten ($10.00)
Dollars now paid by each party to the other, the receipt and
sufficiency of which are hereby acknowledged, and the mutual
covenants herein contained, the Parties agree as follows:
1. Service
ALTER agrees to promote the interest and business of SAC to
the international brokerage community on a best efforts basis.
2. SAC agrees to compensate ALTER for his services as set
out above and for his expenses by giving ALTER an option to purchase
up to ONE HUNDRED THOUSAND (100,000) free trading common shares of
SAC. ALTER may exercise the said option on a monthly basis by paying
to SAC one-third (1/3) of the average closing trade price over the
last three (3) trading days of the previous month. The said option
will commence on March 1, 1996 and all options must be exercised on
of before March 1, 1997. ALTER shall not exercise the said options
in amounts greater than TEN THOUSAND (10,000) shares per month,
provided if ALTER declines to exercise an option in any given month,
the unexercised options will be cumulative and exercised at ALTER's
discretion at any time prior to March 1, 1997.
<PAGE> 2
3. Representations and Warranties
SAC hereby represents and warrants that all shares to be
optioned by ALTER shall be free trading common shares without any
liens or other encumbrances attached thereto.
4. General
(a) This Agreement is made pursuant to the laws of the
Province of Ontario and shall be construed,
interpreted and enforced in accordance therewith.
(b) Time shall be of the essence of this agreement.
(c) This agreement shall endure to the benefit of and be
binding upon the parties hereto and their respective
heirs, executors, administrator, successors and
assigns.
(d) This agreement may be executed in one or more
counterparts, each of which so executed shall
constitute one and the same agreement.
THE PARTIES hereto have executed this agreement as of the
date first above written.
STRATFORD ACQUISITION CORP.
per: /s/ Arthur L. Smith, President
/s/ Barry Alter
<PAGE> 1
June 6, 1996
Barry Alter
266 Applewood Road
CONCORD, Ontario
L4K 4B4
Dear Sir:
RE: Consulting Agreement dated February 26, 1996
Please be advised that the above Consulting Agreement
between Stratford Acquisition Corp. and Barry Alter is hereby
cancelled forthwith.
No share options granted to you in the said agreement
may be exercised after June 5, 1996.
Yours very truly,
STRATFORD ACQUISITION CORP.
ARTHUR L. SMITH
President
ALS:ma
<PAGE> 1
STRATFORD ACQUISITION CORP.
September 23, 1996
United States Securities and Exchange Commission
450 - 5th Street, N.W.
Washington, D. C.
U.S.A. 20549
Dear Sirs:
RE: Stratford Acquisition Corp.
10K Filing as at May 31, 1996
This letter will serve to confirm that I have not
signed off on the above-mentioned 10K.
While I am the Treasurer of Stratford Acquisition
Corp., factually I am excluded from the policy-making function of
the Corporation, which is the purview of the members of the Board
of Directors of Stratford. Accordingly, I have insufficient
knowledge of many of the facts deposed to in the 10K filing.
By no means should this letter be construed as an
indication of a dispute or disagreement within management.
Yours very truly
STRATFORD ACQUISITION CORP.
/s/ Barbara J. Robinson, Treasurer
BJR/hs
5420 North Service Rd., 5th Floor, Burlington, Ont., L7L-6C7
Canada, Tel: (905) 319-6411 Fax: (905) 319-6414
