AGREEMENT
TO TERMINATE PRIOR AGREEMENTS
AND TO TRANSFER PATENTS
This Agreement to Terminate Prior Agreements and to Transfer Patents
("AGREEMENT") is entered into on April 30, 1999, among Fosseen Manufacturing &
Development, Ltd., an Iowa corporation ("FMD"); American Technologies, L.C., an
Iowa limited liability company ("AMTECH"); Mirenco, Inc., an Iowa corporation
("MIRENCO"); all of which are affiliated companies located in Radcliffe, Iowa,
and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual residing in Radcliffe, Iowa ("FOSSEEN").
WHEREAS, Fosseen is the holder of certain patents and other intellectual
property which he is assigning to AmTech;
WHEREAS, Fosseen, AmTech and FMD entered into a License Agreement on or
about June 16, 1993 by which AmTech granted to FMD a license relating to certain
products, additives, methods and intellectual property (collectively, the
"TECHNOLOGY"), which agreement was modified by a Modification of License
Agreement entered into on or about July 1994 (the License Agreement, as
modified, is herein referenced as the "LICENSE AGREEMENT");
WHEREAS, FMD and Mirenco entered into a Master Distribution Agreement on or
about March 1, 1997 by which Mirenco was given all rights, title and interest in
and to all of the marketing and sales of the Technology (hereinafter referred to
as "DISTRIBUTORSHIP AGREEMENT"), subject only to an agreement with Ethaco
Corporation for the states of Minnesota, Wisconsin and Illinois (the ETHACO
AGREEMENT");
WHEREAS, Mirenco is preparing to offer 2,000,000 shares of its common stock
in a self-underwritten public offering to residents of the State of Iowa (the
PUBLIC OFFERING") and
WHEREAS, as of April 30, 1999, the Ethaco Agreement has been terminated,
subject only to a right to enter into a distributorship agreement with AmTech in
the event Mirenco terminates the Public Offering without having sold a minimum
of 100,000 shares of its common stock;
WHEREAS, the parties wish to terminate the License Agreement and the
Distributorship Agreement and agree to enter into a new agreement which shall
control the rights and responsibilities of the parties.
NOW THEREFORE, in consideration of the mutual promises and agreement
contained herein, it is agreed as follows:
1. TERMINATION OF LICENSE AGREEMENT. The License Agreement is hereby
terminated, effective as of the date of this Agreement.
2. TERMINATION OF DISTRIBUTORSHIP AGREEMENT. The Distributorship Agreement
is hereby terminated, effective as of the date of the successful close of the
public offering. For purposes of this Agreement the "Successful Close of the
Public Offering" means the close of the Continuous Offering Period, as defined
in the Prospectus for the Public Offering and the sale by Buyer of no less than
one million (1,000,000) shares of its common stock under the Public Offering.
3. NEW AGREEMENT. AmTech and Mirenco shall enter into a purchase agreement
in the form attached hereto as Exhibit A.
4. RELEASE OF ALL CLAIMS. The parties hereby release and forever discharge
one another, their employees, agents, successors and assigns:
o from any and all obligations under the License Agreement and the
Distributorship Agreement;
o from any and all claims which may accrue in the future, including
claims for contribution, indemnity, attorneys fees, consequential
damages concerning either the License Agreement or the Distributorship
Agreement and
o from any and all causes of action which are claimed to result in
damages or losses, whether direct or indirect, including any and all
claims for monetary recovery, legal causes of action, and/or equitable
causes of action which may have accrued concerning either the License
Agreement or the Distributorship Agreement.
This release is specifically intended as a contractual agreement and not a
mere recital, which is executed in consideration of and also is intended to
cover any and all losses and/or consequential damages arising from the License
Agreement or the Distributorship Agreement, whether presently known or unknown.
As to the Distributorship Agreement, this release is effective only after the
successful close of the public offering. The undersigned acknowledge that they
have read this section 5, and have executed this Agreement with a full
understanding of its meaning.
6. SEVERABILITY. In the event that it is found that any portion of this
Agreement is contrary to an applicable law, then the parties hereto agree that
said conflicting portion of the Agreement shall be deemed null and void and both
parties agree to modify the Agreement in order to most closely accomplish the
goals of the conflicting paragraph while remaining within the purview of the law
in conflict with the offending portion of the original agreement.
7. NOTICES. All notices sent pursuant to this Agreement shall be in writing
and sent via (i) facsimile, or (ii) Federal Express, United Parcel Service, or
United States mail to the address below, subject to the right of either party to
change its address by written notice. All notices shall be deemed to have been
duly given when received by the other party.
Fosseen Manufacturing & Development, Ltd.
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
American Technologies, L.C.
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Mirenco, Inc.
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: 515/▇▇▇-▇▇▇▇
8. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the parties, and no modifications, alterations, or expungement
of this document may be made unless done so in writing and executed by the
parties.
9. WAIVER. The failure of either party to enforce any provision of this
Agreement shall not act as a waiver of any right to any future enforcement nor a
waiver of any of the remaining provisions of this Agreement.
10. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Iowa. The parties each consents to the jurisdiction of the courts of
▇▇▇▇▇▇ County, Iowa for adjudication of any claim arising out of this Agreement.
11. BINDING AGREEMENT. This Agreement shall bind and inure to the benefit
of the parties hereto and their successors in interest.
IN WITNESS WHEREOF, this Agreement has been executed and entered into on
the date first shown above.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MIRENCO, INC.
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
AMERICAN TECHNOLOGIES, ▇.▇. ▇▇▇▇▇▇▇ MANUFACTURING &
DEVELOPMENT, LTD.
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President