LICENSE AND DISTRIBUTION AGREEMENT THIS AGREEMENT made as of the 19th day of July, 1999 BETWEEN:License and Distribution Agreement • November 12th, 2004 • AccelRate Power Systems Inc. • British Columbia
Petrovic is the legal and beneficial owner of all right, title and interest in and to the Invention, the Patents, the Technology and the Petrovic Marks;
PURCHASE AGREEMENTPurchase Agreement • November 12th, 2004 • AccelRate Power Systems Inc. • British Columbia
Pursuant to the License Agreement, Petrovic granted to AccelRate the exclusive right and license to, inter alia, use the Technology for the manufacture, marketing, distribution and sale of Products throughout the world;
AMENDING AGREEMENTAmending Agreement • November 12th, 2004 • AccelRate Power Systems Inc.
Pursuant to a loan agreement (the “Original Loan Agreement”) made between the Borrowers and the Lender as of August 8, 2002, the Lender provided the Borrowers with a secured non-revolving loan in the principal amount of $200,000 ( (the “Original Loan”);
Memorandum of UnderstandingAccelRate Power Systems Inc. • November 12th, 2004
This Memorandum of Understanding (MOU) is to define broadly the areas of interest between Key Capital Group Inc. of Vancouver, B.C. Canada ("Key") and Ferro Magnetics Corporation (FM) of St, Louis, Missouri (collectively, the "Parties") and the basic principles of a "Strategic Alliance" between them. The purpose of a Strategic Alliance between Key and FM is to construct a relationship that utilizes both corporations' strengths and applies them toward specific target markets in Canada and the United States. In addition, it is Key's objectives to reduce the initial risks for FM in its use of the AccelrateTM technology by forming two separate and distinct agreements, to be executed either jointly or separately. The first will be a Standard Supply Agreement from FM to Key and the second, a Standard License Agreement from Key to FM (the "Agreements").
VALUE ESCROW AGREEMENTValue Escrow Agreement • November 12th, 2004 • AccelRate Power Systems Inc. • British Columbia
This Agreement is being entered into by the Parties in connection with the issuance of shares in the capital of Accelrate Power Systems Inc. (the "Issuer") in payment of the purchase price for the acquisition of technology from Petrovic in accordance with the terms of a purchase agreement (the "Purchase Agreement") of even date herewith between the Escrow Agent and Petrovic, under TSX Venture Exchange (the "Exchange") Policy 5.3 – Acqusitions and Dispositions of Non-Cash Assets, in substantially the form of escrow agreement prescribed for transactions governed by Exchange Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions (the Policy).
GENERAL CONVEYANCE OF ASSETSGeneral Conveyance of Assets • November 12th, 2004 • AccelRate Power Systems Inc.
Pursuant to an agreement (the "Purchase Agreement") made as of February 5, 2004 between the Vendor and the Purchaser, the Vendor agreed, inter alia, to sell the Assets to the Purchaser for 3,000,000 common shares in the capital of the Purchaser;
