EXHIBIT 10.166
AGREEMENT
Pursuant to certain discussions between PIC Computers, Ltd. (PIC) a Macau
Corporation, and Pollution Research and Control Corporation (PRCC) a California
Corporation, the parties have reached the following definitive agreement:
Whereas PIC is a company expert in system integration and project management,
with substantial China project management expertise, and is located in Macau, a
gateway to the China market, and is desirous to sell its technician service
center office.
Whereas PRCC is a company that through its wholly owned subsidiary, Dasibi
Environmental Corporation (Dasibi) has been actively seeking projects in China,
and is desirous to purchase PIC's technician service center office.
Now therefore in consideration of mutual covenants and benefits the parties
agree as follows:
Party A: PIC Computers, Ltd.
Party A's owners: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇, and Hopetown Trading
(100% owned by Etemad and ▇▇▇▇▇▇▇).
Party B: Pollution Research and Control Corporation
Party B's owners: PRCC is a public corporation
1. In consideration for issuance of 450,000 (current post-split) Series B
voting, non dividend, preferred, common stock shares of PRCC, by PRCC. PIC
agrees to sell its technician service center office to PRCC. The shares shall be
issued by June 26th and registered with best effort. The property is located at
Iau Luen Building, Units E and F, No ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ do ▇▇▇▇▇▇, Macau. The net
usable area is 2,320 sq. ft.
2. PIC agrees to lease back the service center back from PRCC basxed on triple
net lease for a period of 5 years and a monthly payment of $8,000. A separate
lease agreement (Attachment 1 to this Agreement) shall be signed.
3. Dasibi shall pay the Macau government transfer tax (i.e. Sisa).
4. Dasibi and PIC shall sign a Joint Venture Agreement (Attachment 2 to this
Agreement) for project management services to be rendered by PIC for Dasibi's
China projects.
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Agreed:
On behalf of Pollution Research and Control Corporation
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., Date: 6/24/98
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.,
Chairman and CEO
On Behalf of PIC Computers, Ltd.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Date: 6/24/98
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Managing Director
On behalf of Hopetown Trading
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Date: 6/24/98
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Managing Director
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: 6/24/98
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▇▇▇▇▇ ▇▇▇▇▇▇▇
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Lease Agreement
Attachment 1
Pursuant to an Agreement signed by and between Pollution Research and Control
Corporation (PRCC) a California Corporation and PIC Computers, Ltd. (PIC) a
Macau Corporation on June 24, 1998 where PRCC purchased a technician service
center in Macau from PIC and its principals, now PRCC and its wholly owned
subsidiary Dasibi Environmental Corporation, a California Corporaiton (Dasibi)
and PIC agree on the following Lease Agreement:
Whereas PIC is a company expert in system integration and project management,
with substantial China project management expertise, and is located in Macau, a
gateway to the China market, and is desirous to cooperate with, Dasibi and PRCC
regarding certain project implementation services in China.
Whereas PRCC is a company that through its wholly owned subsidiary, Dasibi has
been awarded a project to supply certain air pollution monitoring equipment in
China, and is desirous to cooperate with PIC in certain project implementation
services in China.
Now therefore in consideration of mutual covenants and benefits herein under the
parties agree as follows:
1. Premise: PIC agrees to lease the Technician Service Center office located
at Iau Luen Building, Units E and F (with net usable area of 2,320 sq.
ft.), ▇▇. ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ from PRCC.
2. Rent: The lease agreement is a triple net, with a monthly payment of $8,000
payable beginning at the beginning of each month. Utilities and management
fees and other operational charges are the responsibilities of the tenant.
3. Term: The term of the lease is for a period of 5 years starting from the
date the "Technical and Project Management Service Agreement" signed
between the two parties is in effect and operational. Should the China
related jobs be completed the lease is cancelable after one year.
4. Use of premise: The premises shall be used for technical and other related
business of PIC or its affiliates and shall not be used for entertainment
and related purposes.
5. Maintenance: The tenant is responsible for normal maintenance of the
property.
6. Alterations: The tenantagrees to inform PRCC of any intended alterations to
the premises and any such alterations shall be agreed to by PRCC in regards
to costs and improvements in advance.
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7. Possession: Should the tenant vacate the premises the landlord is free to
terminate this agreement and regain lawful possession.
8. Attorney's Fees. If an action or proceeding out of this agreement the
prevailing party shall be entitled to reasonable attorney's fees and costs.
9. Waiver: The waiver of any breach shall not be construed to be a continuing
waiver of any subsequent breach.
10. Notice: Notice to the landlord may be served at: Pollution Research and
Control Corporation, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇.
11. Entire Contract: The terms agreed to in this agreement is the final
expression of their agreement by the parties. The parties intend that this
agreement is the complete and exclusive statement of its terms and no
extrinsic evidence whatsoever may be introduced involving this agreement.
12. Acknowledgement: The undersigned have read the foregoing prior to execution
and acknowledge receipt of a copy.
On behalf of Pollution Research and Control Corporation
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Date: 7/9/98
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.,
Chairman and CEO
On behalf of Dasibi Environmental Corporation
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Date: 7/9/98
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
President
On Behalf of PIC Computers, Ltd.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Date: 7/9/98
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Managing Director
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JOINT VENTURE AGREEMENT
ATTACHMENT 2
Pursuant to certain discussions between Pollution Research and Control
Corporation (PRCC) and Dasibi Environmental Corporation (Dasibi) a subsidiary of
PRCC, California Corporation and PIC Computers Ltd. (PIC), a company registered
in Macau, the parties have reached the following Agreement.
Whereas Dasibi has been awarded a project to supply ambient air monitoring
equipment through the Chinese Environmental Protection Administration (SEPA) to
11 Chinese Cities, and is desirous to cooperate with and hire PIC for the
implementation of certain technical and project management services for the
above project in China.
Whereas PIC is a leading IT company in Macau with expertise in networking
technology, software development, IT training as well as industrial project
management services and implementation and set up of joint ventures with
substantial China project management experience, and are desirous to cooperate
with Dasibi for the implementation of certain technical and project management
services as well as promotion of future business for Dasibi in China.
Whereas, ▇▇▇▇▇ ▇▇▇▇▇▇▇, Director of PIC has been instrumental in concluding the
above project for Dasibi.
Now therefore the parties agree as follows:
1. To develop new business opportunities for PRCC/Dasibi to further expand its
market in China through direct sales and/or joint venture cooperation for
its current products and/or new products.
2. To identify the appropriate partner for joint venture cooperation.
3. To formulate and discuss the joint venture cooperation with the Chinese
party.
4. To set up and manage equipment maintenance programs for the PRCC/Dasibi
installations in China.
5. The fee for these tasks shall be negotiated between the two parties in
advance of performing the tasks and payments shall be made in US Dollars.
For the Technical and Project Management Services regarding the current China
project, PIC shall perform the following tasks for PRCC/Dasibi on exclusive
gasis:
1. Dasibi shall hire PIC to perform installation, system configuration,
software implementation, customization and start-up, in addition to
warranty services for Dasibi's current Urban Air Quality Auto-Monitoring
System project in 11 Chinese Cities.
2. The scope of services to be performed by PIC and or its affiliates include:
o Computer systems support, installation, configuration, and
installation service for the 11 cities.
2.1 China Training
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o PIC shall provide 3 dedicated engineers to help implement this
project.
o PIC shall send the engineers to Dasibi for an intensive training
program.
o The Training Program shall be for 33 Chinese trainees for a duration
of 12 weeks total in Wenzhou, or Macau.
2.2 Equipment Installation and Calibration
|X| PIC shall provide 2 dedicated engineers to perform start-up of the
equipment (both hardware and software) at each city for two weeks.
2.3 Handover of the project to the Chinese
|X| PIC shall assist in the handover of the project to the Chinese.
|X| PIC shall coordinae the performance of the tasks and the Handover
program in full consultation with Dasibi and per recommendation of the
California Air Resources Board.
2.4 Warranty services
|X| PIC shall perform all warranty related labor and management services
for the 11 Chinese cities in accordance with warranty terms.
3. The fee for each task shall be negotiated between the two parties in
advance of performing the task and payments shall be made in US Dollars.
Other terms and conditions:
1. Duration:
The duration of this agreement shall be three years from the signing of
this agreement. The agreement shall automatically be renewed for
another year unless terminated by either party 90 days prior to
expiration of the agreement.
2. Exclusivity and non-circumvention.
The Parties agree to deal with each other on an exclusive basis.
The Parties agree not to circumvent or bypass the other, either
directly or indirectly, to avoid payment of fees and commissions.
Neither party nor its agents/employees shall attempt to deal directly
with companies introduced by the other.
3. Confidentiality of information.
The Parties herein agree to treat as confidential all information and
documentation obtained and exchanged by and from each other (the
"Confidential Information"). The Parties shall not disclose the
confidential information to any third party, nor shall the Parties use
the confidential information except for the purposes of fulfilling its
obligations under this agreement.
4. LAWS
The parties shall attempt to settle any and all disputes amicably
through friendly discussions and consultations. If the dispute cannot
be so resolved, it will be settled by arbitration in accordance with
the rules of the American Arbitration Association, in effect as at the
date of
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this Agreement. It is mutually agreed taht all arbitration proceedings
shall be held in Los Angeles, California, U.S.A. and the number of
arbitrators shall be three.
On behalf of Pollution Research and Control Corporation:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Date: 7/9/98
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Chairman and CEO
On behalf of PIC Computers Ltd.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Date: 7/9/98
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Managing Director
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