RECITALS:Asset Purchase Agreement • September 21st, 1998 • Rotary Power International Inc • Services-commercial physical & biological research • New Jersey
Exhibit 10.47 Mar Trans Affiliates, L.L.C. Operating Agreement This Operating Agreement (this "Agreement") is entered into effective October 31, 1996, by and among Abejon Rotary Power Corporation, a Wyoming corporation ("Abejon") and Rotary Power...Operating Agreement • March 31st, 1997 • Rotary Power International Inc • Services-commercial physical & biological research • California
Exhibit 4.7 CONSULTING AGREEMENT PARTIES This agreement is entered into as of April 1, 2002, by and between Rotary Power International, Inc., a Delaware corporation with its principal office at P.O. Box 128, Wood-Ridge, New Jersey 07075-0128 (the...Consulting Agreement • August 14th, 2002 • Rotary Power International Inc • Services-commercial physical & biological research
Exhibit 4.1 CONSULTING AGREEMENT PARTIES This agreement is entered into as of September 7, 2001, by and between Rotary Power International, Inc., a Delaware corporation with its principal office at P.O. Box 128, Wood-Ridge, New Jersey 07075-0128 (the...Consulting Agreement • September 14th, 2001 • Rotary Power International Inc • Services-commercial physical & biological research
CONSULTING AGREEMENT THIS AGREEMENT made as of the 1st (first) day of November, 1999, and executed on the 6th (sixth) day of November, 1999 AMONGConsulting Agreement • April 12th, 2000 • Rotary Power International Inc • Services-commercial physical & biological research
AGREEMENT FOR THE SALE OF CERTAIN ASSETS OF ROTARY POWER INTERNATIONAL, INC., A DELAWARE CORPORATION TO ROTARY POWER ENTERPRISE, INC., A NEVADA CORPORATIONAgreement • September 21st, 1998 • Rotary Power International Inc • Services-commercial physical & biological research • Pennsylvania
Exhibit 4.1 COMPENSATION AGREEMENT This COMPENSATION AGREEMENT, dated April 26, 2002, by and between ROTARY POWER INTERNATIONAL, INC. (the "Client") and ONE EIGHTY ASSOCIATES LLC ("One Eighty"). WHEREAS, One Eighty has heretofore provided various...Compensation Agreement • April 29th, 2002 • Rotary Power International Inc • Services-commercial physical & biological research
WITNESSETH:Security Agreement • March 16th, 2000 • Rotary Power International Inc • Services-commercial physical & biological research • New Jersey
Exhibit 4.4 CONSULTING AGREEMENT 1. PARTIES This Agreement is entered into as of August 1, 2001 by and between Rotary Power International, Inc., a Delaware corporation with its principal office at One Passaic Street, Wood-Ridge, New Jersey 07075-0128...Consulting Agreement • March 15th, 2002 • Rotary Power International Inc • Services-commercial physical & biological research
Exhibit 4.3 CONSULTING AGREEMENT 1. PARTIES (a) CONSULTANT. This Agreement is entered into as of June 1, 2001 by and between Rotary Power International, Inc., a Delaware corporation with its principal office at P.O. Box 128, Wood- Ridge, New Jersey...Consulting Agreement • March 15th, 2002 • Rotary Power International Inc • Services-commercial physical & biological research
EXHIBIT 99.2 MANAGEMENT CONSULTING AGREEMENT THIS AGREEMENT dated as of May 1, 2001 is between: Rotary Power International, Inc., a Delaware Corporation ("RPI") and Londonderry Management Services Ltd. an Ontario, Canada Corporation ("LMS"). TERMS AND...Management Consulting Agreement • May 16th, 2001 • Rotary Power International Inc • Services-commercial physical & biological research • New Jersey
EXHIBIT 99.1 TERMINATION AND SETTLEMENT AGREEMENT TERMINATION AND SETTLEMENT AGREEMENT, dated as of May 1, 2001, among ROTARY POWER INTERNATIONAL, INC., a Delaware corporation ("RPI"); LONDONDERRY CAPITAL STRUCTURING LTD., an Ontario, Canada...Termination and Settlement Agreement • May 16th, 2001 • Rotary Power International Inc • Services-commercial physical & biological research • New Jersey
September 19, 1996 BY PERSONAL DELIVERY Rotary Power International, Inc. Attn: Mr. Richard Thompson (or the now current Chief Executive Officer of RPI) P.O. Box 128 Wood-Ridge USA - New Jersey 07075-0128 RE: Termination of License and Technical...Rotary Power International Inc • March 31st, 1997 • Services-commercial physical & biological research
BETWEENIndenture of Trust • March 16th, 2000 • Rotary Power International Inc • Services-commercial physical & biological research • New Jersey
ROTARY POWER INTERNATIONAL, INC. 22 PASSAIC STREET P.O. BOX 128 WOOD-RIDGE, NJ 07075-0128Rotary Power International Inc • March 16th, 2000 • Services-commercial physical & biological research
Exhibit 4.6 SENIOR OPERATION ADVISOR CONSULTING AGREEMENT 1. PARTIES This agreement is entered into as of April 1, 2002, by and between Rotary Power International, Inc., a Delaware corporation with its principal office at P.O. Box 128, Wood-Ridge, New...Senior Operation • August 14th, 2002 • Rotary Power International Inc • Services-commercial physical & biological research
Exhibit 10.56 ROTARY POWER INTERNATIONAL, INC. P.O. BOX 128 WOOD-RIDGE, NJ 07075 November 1, 1999 Mr. Ronald G. McKeown Londonderry Capital Structuring Ltd. 22 International Parkway Stouffville, Ontario L4A 7X5 Dear Mr. McKeown: RE: AGREEMENT FOR...Rotary Power • April 12th, 2000 • Rotary Power International Inc • Services-commercial physical & biological research
Exhibit 10.60 AMENDING AGREEMENT THIS AGREEMENT is entered into by Rotary Power International, Inc. ("Rotary") and Londonderry Capital Structuring Ltd. ("Londonderry") for the purpose of clarifying the original intent of paragraph a) of a LETTER...Amending Agreement • March 30th, 2001 • Rotary Power International Inc • Services-commercial physical & biological research
Exhibit 10.48 PLAN AND AGREEMENT OF MERGER This Plan and Agreement of Merger entered into as of March 21, 1997 by and among International Cryogenic Systems Corporation, a Nevada corporation (the "Buyer"), Power Acquisition Corp., a Delaware...Plan and Agreement of Merger • March 31st, 1997 • Rotary Power International Inc • Services-commercial physical & biological research • Delaware
SECOND DEVIATION FROM PURCHASE AGREEMENT This Agreement ("Second Deviation Agreement") is entered into and effective as of the date of January 31, 2001, and is between John Deere Technologies International, Inc., ("Seller"), a Delaware Corporation...Second Deviation From Purchase Agreement • March 30th, 2001 • Rotary Power International Inc • Services-commercial physical & biological research
I DEFINITIONS 1.1 Party 1 1.2 Parties 1 1.3 Affiliate 1 1.4 580 NGRE 1 1.5 Term of this Agreement 1 1.6 Licensed Technology 2 1.7 Licensed Patents 2 1.8 Licensee 2 1.9 Licensed Intellectual Property 2 1.10 Net Sales Value 3 1.11 Event of Default 3Non-Exclusive Manufacturing License Agreement • March 30th, 2001 • Rotary Power International Inc • Services-commercial physical & biological research • New Jersey
Exhibit 10.46 VESSEL PURCHASE AND SALE AGREEMENT (PARTIAL INTEREST) Agreement made this 31st day of October, 1996, between Abejon Rotary Power Corporation 4960 North Harbor Drive San Diego, CA 92106 hereinafter referred to as "SELLER;" and Rotary...Vessel Purchase and Sale Agreement • March 31st, 1997 • Rotary Power International Inc • Services-commercial physical & biological research • California
Exhibit 4.2 LEGAL ADVISORY AGREEMENT This LEGAL ADVISORY AGREEMENT, dated September 7, 2001, by and between ROTARY POWER INTERNATIONAL, INC., a Delaware corporation with its principal office at One Passaic Street, Wood-Ridge, New Jersey 07075 (the...Legal Advisory Agreement • September 14th, 2001 • Rotary Power International Inc • Services-commercial physical & biological research
LONDONDERRY RR#4, 22 International Parkway CAPITAL STRUCTURING LTD. Stouffville, Ontario L4A 7X5 Tel: (905) 888-0500 Fax: (905) 888-0497 email: london.derry@sympatico.ca October 27, 1999 Rotary Power International, Inc. One Passaic Street P.O. Box 128...Rotary Power International Inc • April 12th, 2000 • Services-commercial physical & biological research • New Jersey
Exhibit 10.49 SECURITY AGREEMENT SECURITY AGREEMENT dated as of December 1, 1997 between Rotary Power International, Inc., a Delaware corporation having its principal place of business at 22 Passaic Street, Wood-Ridge, New Jersey 07075 (the "Debtor"),...Security Agreement • March 16th, 2000 • Rotary Power International Inc • Services-commercial physical & biological research • New Jersey
R.D. WHITE & CO., INC. Established 1937 950 Third Ave. - 57th St. Member: NASD, SIPC New York, NY 10022 212-317-9634 800-523-3771 July 1, 1996 Mr. Richard M.H. Thompson Rotary Power International, Inc. P.O. Box 128 Wood-Ridge, NJ 07075-0128 RE:...Rotary Power International Inc • March 31st, 1997 • Services-commercial physical & biological research
