STATE OF NORTH CAROLINA
ASSIGNMENT
COUNTY OF MECKLENBURG
THIS ASSIGNMENT dated November 27, 2000 between XXX X. XXXXXXX,
(hereinafter referred to as "Assignor"), at 0000 Xxxxxxxxx Xxxxxxxxx,
Xxxxxxxxx, XX 00000, and EMISSION CONTROL DEVICES, INC. (hereinafter referred
to as "ECD" or "Assignee"), a corporation organized under the laws of North
Carolina and having its principal place of business at 0000 Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxx, XX 00000, provides as follows:
WHEREAS, Assignor is the owner of 55% of the common stock of Unlimited
Technologies, Inc., ("U.T.") a North Carolina corporation, and
WHEREAS, U.T. is the owner of certain Patents and know-how directed to
emission control devices, and
WHEREAS, Unlimited Technologies International, Inc. ("U.T.I.") is the
owner of manufacturing and marketing rights inventions and know-how directed
to emission control devices and controls all right, title and interest in and
to the Patents pertaining to such inventions, and
WHEREAS, Assignor desires to assign a percentage of net revenues
received by Masters to ECD, subject to the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants as set forth herein, and for good and valuable consideration, the
receipt and sufficiency of which is acknowledged by the parties hereto,
intending to be legally bound, agree as follows:
A Assignor hereby assigns to ECD, its successors and assigns 45.45%
percent of Assignor's net revenues received through his ownership of U.T. to
which he is or may be entitled, and granting to ECD, its successors and assigns,
full power and the authority to collect, receive and give acquittance or any sum
or sums due or to become due Assignor, and in Assignor's name or otherwise to
prosecute or withdraw any suit or proceedings at law or in equity regarding
the Agreement, assuming and fully releasing Assignor from any and all
liability under the Agreement. The term "net revenues" is defined by
Generally Accepted Accounting Principals whether in the form of royalties,
dividends or any other payments; provided further that the term "net
revenues" shall not include any applicable sales, use , ad valorem or other
taxes, duties or other government exactions that may be levied in connection
with the sale or manufacture of the Licensed Products. This Assignment is
made without representation or warranty and without recourse to Assignor.
B. Assignee agrees with the Assignor to assume and faithfully perform
and discharge all the terms and obligations assumed, or to be performed or
discharged by Assignor, under the Agreement.
X. Xxxxxxxx agrees to indemnify and hold harmless Assignor for
faithful performance or discharge by Assignee of all the terms and
obligations of the Agreement.
/s/ Xxx X. Xxxxxxx
---------------------------------
XXX X. XXXXXXX (SEAL)
EMISSION CONTROL DEVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
ATTEST: President
/s/ Xxxxxxx X. Xxxxx
-----------------------
Secretary
SEAL
STATE OF NORTH CAROLINA
ASSIGNMENT
COUNTY OF MECKLENBURG
THIS ASSIGNMENT dated November 27, 2000 between UNLIMITED TECHNOLOGIES
INTERNATIONAL, INC., (hereinafter referred to as "U.T.I." or "Assignor"), a
corporation organized under the laws of North Carolina and having its
principal place of business at 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000,
and EMISSION CONTROL DEVICES, INC. (hereinafter referred to as "ECD" or
"Assignee"), a corporation organized under the laws of North Carolina and
having its principal place of business at 0000 Xxxxxxxxx Xxxxxxxxx,
Xxxxxxxxx, XX 00000, provides as follows:
WHEREAS, U.T.I. is the owner of manufacturing and marketing rights
inventions and know-how directed to emission control devices and controls all
right, title and interest in and to the Patents pertaining to such
inventions, and
WHEREAS, by Assignment dated November 27, 2000 between U.T. and U.T.I.,
U.T.I. assigned all of its right, title and interest in that certain License
Agreement between U.T. and Southeast Industrial Equipment, Inc. d/b/a
Envirolift to U.T.I., and
WHEREAS, U.T.I. desires to further assign said License Agreement to ECD,
subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenant
as set forth herein, and for good and valuable consideration, the receipt and
sufficiency of which is acknowledged by the parties hereto, intending to be
legally bound, agree as follows:
A. In consideration of ten percent (10%) of the net revenues
generated by ECD from and as a result of the Envirolift License Agreement as
"net revenues" is defined below, U.T.I. hereby assigns to ECD, its successors
and assigns, all of U.T.I.'s right, title and interest in the Envirolift
License Agreement to which U.T.I. is or may be entitled by virtue of the
Agreement, and granting to U.T.I., its successors and assigns, full power and
authority to collect, receive and give acquittance or any sum or sums due or
to become due under the Agreement, and in U.T.I.'s name or otherwise to
prosecute or withdraw any suit or proceedings at law or in equity regarding
the Agreement, assuming and fully releasing U.T.I. from any and all liability
under the Agreement. The term "net revenues" is defined by Generally
Accepted Accounting Principals; provided further that the term "net revenue"
shall not include any applicable sales, use, add valorem or other taxes,
duties or other governmental exactions that may be levied in connection with
the sale or manufacture of the Licensed Products. This Assignment is made
without representation or warranty and without recourse to U.T.I.
B. Assignee agrees with the Assignor to assume and faithfully perform
and discharge all the terms and obligations assumed, or to be performed or
discharged by Assignor, under the Agreement.
X. Xxxxxxxx agrees to indemnify and hold harmless Assignor for
faithful performance or discharge by Assignee of all the terms and
obligations of the Agreement.
UNLIMITED TECHNOLOGIES INTERNATIONAL, INC.
ATTEST: By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------
Xxxxxxx X. Xxxxx President
-----------------
Secretary
SEAL
EMISSION CONTROL DEVICES, INC.
ATTEST: By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Xxxxxxx X. Xxxxx President
-----------------
Secretary
SEAL
STATE OF NORTH CAROLINA
ASSIGNMENT
COUNTY OF MECKLENBURG
THIS ASSIGNMENT dated November 27, 2000 between UNLIMITED TECHNOLOGIES,
INC., (hereinafter referred to as "U.T." or "Assignor"), a corporation
organized under the laws of North Carolina and having its principal place of
business at 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000, and UNLIMITED
TECHNOLOGIES INTERNATIONAL, INC. (hereinafter referred to as "U.T.I." or
"Assignee"), a corporation organized under the laws of North Carolina and
having its principal place of business at 0000 Xxxxxxxxx Xxxxxxxxx,
Xxxxxxxxx, XX 00000, provides as follows:
WHEREAS, U.T. is the owner of certain patents and know-how directed to
emission control devices, and
WHEREAS, U.T.I. is the owner of manufacturing and marketing rights
inventions and know-how directed to emission control devices, and controls
all right, title and interest in and to the Patents pertaining to such
inventions, and
WHEREAS, by License Agreement dated ____________between U.T. and
Southeast Industrial Equipment, Inc. d/b/a/ Envirolift, U.T. licensed the
technology to Envirolift, on a non-exclusive basis, for Forklifts, Power
Sweeps and Power Scrubbers, and
WHEREAS, U.T. desires to assign said License Agreement to U.T.I.,
subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenant
as set forth herein, and for good and valuable consideration, the receipt and
sufficiency of which is acknowledged by the parties hereto, intending to be
legally bound, agree as follows:
A. In consideration of forty five percent (45%) of the net
revenues generated by U.T.I. from and as a result of the Envirolift License
Agreement as "net revenues" is defined below, U.T. hereby assigns to U.T.I.,
its successors and assigns, all of U.T.'s right, title and interest in the
Envirolift License Agreement to which U.T. is or may be entitled by virtue of
the Agreement, and granting to U.T.I., its successors and assigns, full power
and authority to collect, receive and give acquittance or any sum or sums due
or to become due under the Agreement, and in U.T.'s name or otherwise to
prosecute or withdraw any suit or proceedings at law or in equity regarding
the Agreement, assuming and fully releasing U.T. from any and all liability
under the Agreement. The term "net revenues" is defined by Generally
Accepted Accounting Principals; provided further that the term "net revenue"
shall not include any applicable sales, use, add valorem or other taxes,
duties or other governmental exactions that may be levied in connection with
the sale or manufacture of the Licensed Products. This Assignment is made
without representation or warranty and without recourse to U.T.
B. Assignee agrees with the Assignor to assume and faithfully perform
and discharge all the terms and obligations assumed, or to be performed or
discharged by Assignor, under the Agreement.
X. Xxxxxxxx agrees to indemnify and hold harmless Assignor for
faithful performance or discharge by Assignee of all the terms and
obligations of the Agreement.
UNLIMITED TECHNOLOGIES, INC.
ATTEST: By: /s/ Xxx X. Xxxxxxx
-------------------------
Xxxxxxx X. Xxxxx President
-----------------
Secretary
SEAL
UNLIMITED TECHNOLOGIES INTERNATIONAL, INC.
ATTEST: By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Xxxxxxx X. Xxxxx President
-----------------
Secretary
SEAL
