EXHIBIT 10.9
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Centro
Studi sulie
Modificazioni
Economiche e
Territoriali
Laboratorio DIREZIONE
GENERAL PROGRAM AGREEMENT
Between:
Xxxxxxxxxx Xxxxxxxxx, born in Pachino (SR) on 06/07/38, living in Siracusa, in
xxxxx Xxxx, 000, having fiscal code XXX XXX 00X00 X000X. by himself and in the
name of (in the agreement, also only "Asco"), having legal office
in Siracusa, in xxx Xxxx,00, with identify codes: Tribunale di Siracusa, n.
6860 of Company index; XXXXX xx Xxxxxxxx, x. 00000, company asset
It{pound-sterling}. 90.000.000 (novantamilioni) i.v., CF/PI 00878580893;
Xxxxxxxx Xxxxxx, born in Piglio il 08/05/50 and living in Piglio, via X.
Xxxxxxx 4, by himself and in the name of having offices in
Anagni, Localita Paduni, with identify codes: P.O. 01689290607, iscrizione
cciaa di Frosinone, n. 94595 e Tribunale di Frosinone, n. 9141, in the
agreement represented by Mr. Xxxxxx Xxxxxxx;
XxxxXxxxx Xxxxxxxx, born in San Gallo (CH) il 20/03/32 and living in Triesen
(Liechtenstein), FingaStrasse,8, by himself and in the name of a new company to
consolidate:
Xxxx De Laurentiis, born 20/04/44 in Florida (USA) and living in Uthica, in
North street Rd. 11152, 43080 Ohio, agent in this preliminary agreement also
for and , US companies that declaired
their interest to be involved in GPDP;
Xxxxx Xxxx Xxxxxxx, born in Zaneville (Ohio, Usa), 06/06/66 and living in Usa,
by himself and in the name of , Newark, Ohio
(USA), in 299 Deo Drive, in the agreement represented by Mr. Xxxxx Xxxxxxxxxxx
Xxxxxxxx, his partner in , and undersigning
the agreement;
Xxxxxx Xxxxxxxxx, born in Xxxxxxxx del Capo (LE) it 25/07/64 and living in
Xxxxx (XX), xxx X. Xxxxx, 00, avente C.F. NTR CSM 641L25 D851 , by himself and
in the name of a new company to consolidate;
Xxxxxxx Xxxxxxxxx, born in Caserta l; 11/02/75 and living in Santa Xxxxx a
Vico, xxx Xxxxxxxxxx, 00, fiscal code C.F. XXX XXX 00X00 X000X,
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By himself and in the name of having legal size in Arienzo (CE),
via Unita d'Italia; company asset It{pound-sterling}.. 20.000.000
(ventimilionidilire) i.v.
Xxxxx Xxxxxx, born in Ferrara l' 11/02/75 and living in Frarara, by himself and
in the name of , having legal size in Raviscanina (CE),
company asset It{pound-sterling}.. 20.000.000 (ventimilionidilire) i.v.,
undersigning the agreement by Mr. Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx, in the name of , Napoli, xxxxxx Xxxxx
X'Xxxxxxxx, 0, with identify codes: Tribunale di Napoli n. 3004/87, CCIAA di
Napoli n. 424866, company asset It{pound-sterling}.. 90.000.000
(novantamilionidilire) i.v. CF/PI 05251040639.
Xxxxx Xxxxxxxxxxx Xxxxxxxx, born in Mt. Xxxxxx (Ohio, Usa) il 27/09/66, by
himself and in the name of , Newark Ohio
(USA), 299 Deo Drive;
In the main office of in Xxxxxx, xxxxxx X.X'Xxxxxxxx.0
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That being said before:
a- Cesmet is a firm qualified for technical and commercial factory
consulting. It works also in international market directly or with
partners and collaborates with public and private companies and
institutions;
b- In the field of its activities The Ce has established with the Fix, with
its President, mr. Xxxx De Laurentiis (he will be named "Mr.G" in the
document), to develop a general program of partnership, now named "GPDP"
(General Plastic Developmental Program) finalized to import in Italy,
and from Italy also all over Europe, some of technologies, machines and
equipments (most of wich is patented by US companies). The primary field
of action is on recycling and riusing plastic materials coming from the
urban waste stream.
c- "GPDP" was a very interesting enterprise for the above people with
different operated purpose. Each of them has references for GPDP's
growth strategic contribution and for subscribing this summary agreement
from which specific finalized agreement will be descended.
d- Mr.G, in keeping to the terms agreed upon in Heath, has involved a
number of the US companies in the development of GPDP. From this
agreement He plays an Italian agent list.
e- The US Companies have accept to transfer the patents' management, for
Italy and from Italy all over Europe, to new Italian structures, in
which they will have a share, limited to the European market
development. The patents' ownership'll remain in property of the US
company. These licences could be leaving to other firms only if reliable
requirements and a due market will be exist. US Companies must also
show, when required by European and Italian laws, good financial
references to consolidate the quote of investiment that all projects
will need by the share-partnership of everyone new company, consolidated
to develop GPDP.
f- All of the above listed people, in the name of their respective
companies, want engage to the GPDP's development for the purpose to put
the ended products on national and European market. For this purpose
they will locate the national and European financing facility.
g- All of the above listed people, accepting what just defined by Cesmet
and Mr.G in Heath (ctr. B), declaired everyone to be interested to
consolidate, also in the name of their own companies, for the commercial
management of the GPDP, one only commercial company. The mission of this
new company, directly shared by all of the above listed people, it'll be
to import and sell equipments and machines from US to Italy and sell
final products produced by all the productive companies involved in
GPDP, in Italy, Europe and Mediterranean Area.
h- The Cesmet has showed the main purposes either to public organization or
to structures that work for the enterprise's development in Italy. From
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these meeting the Cesmet has received good advices also about the direct
partnership in shares of the new companies (in minus percent, max 30% of
shares) for US companies interested to develop GPDP, so that Italian
partners can be sure of the liability's assumption n by US companies
about that all plants builted with US technologies, equipments and
Know-how they'll work immediately in the best way.
DEFINITION POINTS OF THE AGREEMENT:
1. The undersigned agreement defines all terms of technical and commercial
partnership between all of the above listed people and companies.
Undersigning this agreement everyone impign himself to respect all
the other one and impign himself to work for the best result of GPDP
that has, like mission, to insert, in Italian and European market,
new king of final plasticmade products characterized by high profit
manufacturing recycled plastic raw material: pallets, bins, floor-
tiles, aste poles for garden furnitures, such as all kinds of new
products that the market could request in the next future.
2. GPDP, growing up the first general agreement undersigned in Heath,
defines the organization of all the Program and all deversous kind of
missions, for everyone of these companies, undersigning the agreement
such us exposed also in the draft exhibit connected to the agreement.
3. GPDP is organized on three operative levels:
1st level, strathegic and commercial mission:
It's put on the top of the organization chart of GPDP the commercial company
shared by the 2nd level companies. The mission of the 1st level company is:
- to research, to find and to test all machines, equipments, technologies,
patents and know how that could be strathegic to develop the GPDP and
that 1st level company provides to sell to 2nd and 3rd level companies
to realize their own productive activities;
- to test continuously the market, to understand his development such to
supplie the definition of all the productive programs of everyone
productive company involved in GPDP;
- to realize yearly marketing activities, to find new purchase-customers
for final products, to sell final products made by the productive
companies involved in GPDP.
1st level company has his own profit only by royalties coming out from
selling machines to the 2nd and 3rd level companies, and from selling
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products, that everyone of the companies involved in GPDP will transfert to
the 1st level company for selling. Products that'll be transfert to the
first level company for selling, it will be not minus than 30% of the full
productive capacity of everyone company.
Direct agreements undersigned between 1st level company and everyone of 2nd
and 3rd level companies could change this percent, freely.
2nd level, productive companies ablied to manage patents and licenses
Are involved into 2nd level of GPDP all productive companies that share the
first level company. Some of these could also be consolidate to realize only
applied research, like showed on attached exhibits. Being companies starting
from the first definition and consolidation of GPDP, and first buyers of
machines, plants and technologies imported from U.S., all these companies'll
manage the licence-policy in front of new 3rd level companies, that will
want to start with same productive activities. Now GPDP defines four 2nd
level companies, having deversous company mission. Per each, their own
activity is such defined, to produce pallets (2), bins (1), recycled plastic
raw material (1). Fourth company'll work to recovery oils and bottles coming
from motorcar's sector, such as also to recovery pesticides and bottles, to
produce HDPE pellets to sell directly like raw material, and sell oil and
pesticides recuperatidal trattamento. 2nd level companies have their own
profit from their own activity, and also from getting licenses to produce,
to all 3rd level productive companies that will want to start with
productive activities, buying plans through 1st level company. Second level
companies must give to the first level company not minus than 30% of their
finished products, for selling, paying to 1st level company 10% of the
selling value of products. Researching companies could also define to start
with the production of prototype and serial plans and equipments, when their
research will be finished with good results, and they can find to sell to
the market, plans, equipments and technologies.
3rd level, productive companies
Are involved inside 3rd level of GPDP alla companies that'll want to start
with productive activites buying equipments, machines and plants from 1st
level company, and paying licence to work, to the direct corresponding 2nd
level company. Third level companies are independent in production but, in
every case, they must respect alla conditions imposed by GPDP to receive
inside the Programm some company more:
- to buy machines, equipments and plants from 1st level company, buying
only kind of these, well referenced on 1st level company and from GPDP
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- to pay licence to direct connected 2nd level company
- to respect all condition about selling products, such about the percentage
of products to transfert to the first level company for selling (not minus than
30% of all production), such about the royalty to pay for selling activity (10%
on purchase value of products), such about the general strathegy and policy of
producing and selling, such like defined yearly by the first level company.
1. Starting GPDP, new kinds of products that the market could require in
the next future, on wich 1st level company could be able to find
right suppliers of new machines, equipments, technologies and know-
how, some of new companies, consolidated just to pruduce these new
products could put inside 2nd level, becoming the fifth, the sixth
{ellipsis}2nd level companies. The first four 2nd level companies
could decide about new entry of 2nd level new partners company inside
GPDP.
2. Company involved in GPDP from now, will refered to Cesmet and Mr.G to
define all projects, finalized to receive some of Italian
Governmental aids to start with the productive activities. The
contract that everyone company will give to Cesmet and Mr.G it will
be regulated by another direct contract. To Cesmet and Mr.G it is
just now also assigned the task to start up all the GPDP that will be
payed to Cesmet and Mr.G by the companies involved into the starting
up of GPDP.
3. 6. Companies that will be involved later this agreement on third
level, they could or not refer to Cesmet and Mr.G. to produce their
own productive and enterptice projects, but in every case they must
accept all conditions now defined to come inside GPDP, for 3rd level
companies.
4. People undersigning the agreement define to fix the consolidation of
the first level company, not more late that 20/11/99, going in the
same time to define all details of GPDP, with the definition, more,
of all the direct agreements between the first four 2nd level
companies, and the first level one. All people undersigning the
agreements confirm to Cesmet and Mr.G to work on these definitions,
so that GPDP could really start not later than 20/11/99, agreeing
themselves to pay this work in the same time of the official
consolidation of the first level company.
1.For logistic and traveling organizations, all people undersigning the
agreement decide to undersign everyone by himself, also in deversous time and
not all together. All people decide more that last time good to
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undersign this agreement it will be next 8/10/99. Passed this day, some of
them that has not undersigned the agreement will be put outside GPDP. Same
people, at the same time, license Cesmet to complete all informations
refered to the involved company, giving to all people copy of them, when
ready, and completing first two pages of the present agreement.
Napoli, October 6th, 1999
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GPDP
General plastic development program
Description
The GPDP is an integral recovery, recycling and industrial reuse system that
allows the recovery of high percentages of the plastic at today present on the
market.
It is realized thanks to the coordinated actions of different operative
enterprises, all of them associated in one only commercial and centralized
structure (First Level Company). Institutions, government or regional but
operative structure as well, can be partners of this kind of associated
structure, depending on the law on environmental matters effective in the
country of interest.
The ideal GPDP can be realized at this conditions:
- existence of rules and laws obliging and controlling plastic recovery
and production, on one hand, and, on the other hand, charging the
plastic producers (reducing taxes when the producers demonstrate that
the plastic is then recovered) and giving contributes to whom recovers
it.
- existence of private enterprises that can cover the entire area of one
country with their activity, and their ability in subscribing general
and productive agreements with plastic producers or consumers (petrol
companies, commercial and distribution structures, agricultural
association{ellipsis})
- existence and availability of complementary technologies (for the
recovery, sanitization and manufacturing. Second Level Companies)
allowing the introduction on the market of products with high value
added.
In case of existence of the above conditions the GPDP can be realized following
these progressive stages:
- definition of the general program and agreements with institutions
- subscription of agreements between the associated structure, or the
single operators, and plastic producers or consumers
- agreements for the sale of the plastic with the final manufacturers
ITec can assist the interested subjects in the definition and realization of
the above-mentioned conditions and stages, and in the direct provision of the
necessary technology. Technology necessary both to the recovery operators and
to some of the final manufacturers (production of pallets, bins, container
parts etc.).
ITec makes its profit by:
- selling the machinery to recovery operators and manufacturers
- providing the technical, commercial and training assistance to the
recovery operators rather than bigger structure like ESSO, for example
- realizing profits on the sale of the plastic, of course just in case of
its participation to the association. Itec is not involved in the
recovery stage because Eco2 users take care of it, or other operators,
external to the GPDP, depending on the social politics and organization
of the countries of reference (in Yugoslavia the waste recovery depends
on the University, Safety Occupation Faculty; in Bulgaria depends on the
no profit organization)
The best conditions for ITec to start the GPDP in a foreign country are:
- subscription of agreements with big plastic producers (Esso in Hungary,
Agip and Ip in Italy) to supply the GPDP with a huge quantity of plastic
to be recycled
- subscription of purchase orders for the machinery with private
enterprises
- organization of promotional campaign with local governments or
environmental agencies.
In case one area requires the intervention of more than one operator, is the
operator itself, associated in the First Level Company, that requires the
intervention of a third operator not part of the association (Third Level
Companies).
The ideal running of the GPDP supposes:
- many Third Level Companies in charge of the plastic recovery, directly
connected to the Second Level Company
- three Second Level Companies, or more: one for the treatment, and two,
or more, for the manufacturing (one for HDPE and one for PET)
- one only association, First Level Company, controlling the entire
organization and providing that the plastic not sold on site can be sold
abroad
With reference to Italy, and to the European Union in general, the government
funds for the recovery program will be destined to the Second Level Companies,
while the tax reductions will be destined to plastic producers.
Itec will only earn in percentage on this funds.
