November 13, 1996
AGREEMENT
This Agreement, effective the 13th day of November 1996, (Effective Date) is
made and entered into by and among XXXX X. XXXXXXX ("Xxxxxxx"), a natural
person residing at 0000 Xxxxxxx # 0, Xxxxxxx, Xxxxx 00000, XXXXXX X.
XXXXXXXXX, Xx. ("XXXXXXXXX"), a natural person residing at 178 1 0 Xxxxxxxxxx
Xx., Xxxxxx, Xxxxx 00000, and AMALGAMATED EXPLORATIONS INC. ("Amalgamated"),
a Colorado corporation.
Premises
WHEREAS, XXXXXXX and XXXXXXXXX own certain patent rights and confidential
information,
WHEREAS, XXXXXXX has formed a Texas corporation named MSP
Technologies, Inc.,
WHEREAS, XXXXXXX has entered into an Employment Agreement dated November 13,
1996 with MSP,
WHEREAS, XXXXXXX and XXXXXXXXX I have entered into a License Agreement
effective November 11, 1996 with MSP Technologies, Inc, regarding such patent
rights and confidential information,
WHEREAS, AMALGAMATED is desirous of acquiring MSP Technologies, Inc. ("MSP")
as a wholly owned subsidiary, including said License Agreement,
WHEREAS, XXXXXXX owns all the shares of MSP, and
WHEREAS, XXXXXXX and AMALGAMATED entered into an Agreement on October 5, 1996
setting forth the anticipated terms whereby AMALGAMATED would acquire MSP,
NOW, THEREFORE, in consideration of the premises and of the mutual covenants,
terms and conditions hereinafter expressed, XXXXXXX, XXXXXXXXX and
AMALGAMATED agree as follows:
1. Pursuant to the Agreement dated October 5, 1996, at the time of closing
under the terms of the present Agreement, AMALGAMATED will exchange Three
Hundred Thousand (300,000) shares of AMALGAMATED common stock for all issued
and outstanding stock of MSP, whereby MSP becomes wholly owned by
AMALGAMATED.
2. The Three Hundred Thousand (300,000) shares of AMALGAMATED common stock
shall be issued to XXXXXXX and XXXXXXXXX in the following amounts.
XXXXXXX 225,000 shares common stock
XXXXXXXXX 75,000 shares common stock
wherein said common stock has a time restriction on public trading until
October 5, 1998
3. Pursuant to the Agreement of October 5, 1996, the acquisition value for
MSP, inclusive of the License Agreement, ("Value") will not fall below One
Million Five Hundred Thousand Dollars (US$ 1,500,000) Pursuant to the present
Agreement as a modification of the October 5, 1996, Agreement, the Value will
not fall below this stated amount at the end of each succeeding 180-day
period following the Effective date of this Agreement until October 5, 1998
based on comparing the Value to an average of actual market quotations of
common stock of AMALGAMATED (NASDAQ: OTCBB AXPL) for the last thirty (30)
days of the respective 180 day period ("Average Value"). In the event such
Average Value is below the Value, that is, the stated amount of One Million
Five Hundred Thousand Dollars (US$ 1,500,000), at the end of any of the
respective 180-day periods or on October 5, 1998, AMALGAMATED must at that
time compensate XXXXXXX and XXXXXXXXX or their assigns with additional
AMALGAMATED common stock or cash to bring the Average Value of the
compensation up to the Value, that is, the stated amount of One Million Five
Hundred Thousand Dollars (US$ 1,500,000). In the event AMALGAMATED does not
adjust the Value as required above, any royalty payments under the License
Agreement which have been deferred pursuant to Paragraph 5 hereof will become
due and payable and Paragraph 5 hereof will cease to be effective until such
time as the Value is so adjusted at which time future royalties will be
deferred pursuant to Paragraph 5. In the event such Average Value is above
the Value at the end of any of the respective 180-day periods or on October
5, 1998, no adjustment will be required or made.
4. Pursuant to the Employment Agreement of XXXXXXX and MSP dated October 21,
1996, XXXXXXX is employed as President of MSP for an initial period of five
(5) years and year to year thereafter at a wage of not less than Three
Thousand Five Hundred Dollars (US$ 3,500) per month. Any inventions
conceived or made by XXXXXXX will remain the property of XXXXXXX and any such
inventions related to the Field (as defined in the License Agreement) shall
be licensed to MSP pursuant to the terms and conditions of said License
Agreement. MSP and/or AMALGAMATED will have NO other rights to such
inventions.
5. Subject to Paragraph 3 hereof, the payment of any royalties, including
minimum royalties, due under said License Agreement shall be deferred until
the earlier of (1) October 5, 11998 or (2) the termination of said Employment
Agreement.
6. AMALGAMATED will provide support, both physical and financial, for the
operations of MSP. including research and development.
7. On the Effective Date, AMALGAMATED will make a cash payment of Twenty-five
Thousand Dollars (US$ 25,000) to XXXXXXX to compensate him for his
personal cost and expenses for relocation to Denver, Colorado
8. Subject to the realization of the Value in cash by XXXXXXX and XXXXXXXXX,
unless otherwise agreed to in writing by XXXXXXX and XXXXXXXXX, for XXXXXXX'x
and XXXXXXXXX'x respective shares of common stock of AMALGAMATED on October
5, 1 909, XXXXXXX and XXXXXXXXX agree to modify the License Agreement at that
time to allow MSP to sublicense the licensed rights, to sell the Licensed
Instruments (as defined in the License Agreement) and to eliminate all
royalty requirements contained therein. However, the License Agreement will
continue to be in effect and among the other terms and conditions remaining
therein to be subject to the reservation of a nonexclusive license to XXXXXXX
and XXXXXXXXX under such rights.
9. The terms and conditions contained in this Agreement constitute the entire
agreement between the parties and supersede all previous communications,
whether oral or written, between the parties to this Agreement with respect
to the subject matter of this Agreement, and no previous agreement (unless
specifically referred to herein) or understanding varying or extending the
same shall be binding upon either party.
10. This Agreement may be amended or modified only by a written instrument
which is signed by duly authorized representatives of the parties hereto and
which expressly states that it is an amendment to, or modification of, this
Agreement.
11. Any notice, request or other communication with reference to this
Agreement shall be deemed given on the date personally delivered or mailed if
sent to the receiving party by hand delivery, facsimile (receipt verified),
overnight courier (receipt verified), or certified or registered mail,
postage prepaid, at its respective following address or at such other address
as either of the parties may notify the other in writing:
Xxxx X. Xxxxxxx
0000 Xxxxxxx, #0
Xxxxxxx, Xxxxx 00000
Xxxxxx X. Xxxxxxxxx, Xx.
178 1 0 Xxxxxxxxxx Xx.
Xxxxxx, Xxxxx 00000
Amalgamated Explorations, Inc.
0000 Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxxxxx X. Xxxxx, President
12. The law applicable to this Agreement shall be the laws of the State of
Texas, United States of America, without regard to conflict of laws
principles of that State.
13. Nothing in this Agreement shall be deemed to constitute a partnership or
agency relationship among XXXXXXXXX, XXXXXXX and AMALGAMATED.
14. None of XXXXXXX, XXXXXXXXX and AMALGAMATED is granted any express or
implied night or authority to assume or create any obligation or
responsibility on behalf of or in the name of the other or to bind the other
in any manner or thing whatsoever.
15. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective permitted successors and assigns, to the
extent permitted herein.
16. This Agreement may be executed in more than one counterpart, each of
which
shall be deemed to be an original and all of which together shall be deemed
a single document.
17. The parties agree to execute and deliver any instrument, or perform any
acts, that may be necessary or reasonably requested in order to give full
effect to this Agreement.
18. All representations, warranties and indemnities contained in this
Agreement and the covenants of Paragraphs 9, 10, 11, 12, 13, 14, 15, 16, 17
and I 8 of this Agreement shall continue in full force and effect and shall
survive notwithstanding the full payment of all amounts due hereunder or the
termination or expiration of @s Agreement in any manner whatsoever.
19. The PREMISES are incorporated into this Agreement.
IN WITNESS WHEREOF, XXXXXXX, XXXXXXXXX and AMALGAMATED caused this Agreement
to be executed in multiple counterparts by their duly authorized
representatives, to be effective as of the Effective Date
WITNESS XXXX X XXXXXXX
Signature By
Date: 11/13/96
Typed Name Xxxxxxx Xxxxxxx
XXXXXX X. XXXXXXXXX, XX.
Signature By
Date: 11/13/96
Typed Name Xxxxxxx Xxxxxxx
AMALGAMATED EXPLORATIONS, INC
Signature
Date: 11/21/96
Typed Name Xxxxxxxxx Xxxxx
