EXHIBIT 10.13
JOINT VENTURE AGREEMENT BETWEEN
ENVIRONMENTAL CONSTRUCTION PRODUCTS INTERNATIONAL (USA)
AND
MODULAR HOMES LIMITED (INDIA)
This agreement is made this 19th day of August between (1)
Environmental Construction Products Internation (ECPI) a company incorporated in
the US & having its registered office at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇)
▇▇▇▇▇, ▇▇▇; (2) Modular Homes Limited (MHL), a company incorporated in India and
having its registered office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
WHEREAS, this agreement has been signed for the purpose of jointly
forming ECPI (India) Limited, a Joint Venture company for the purpose of jointly
manufacturing, marketing and promoting the. ECPI Panel Technology in India and
other countries of mutual interest under license from ECPI (USA).
WHERAS, both parties will have equal ownership of ECPI (India) Limited
(50/50) and equal representation on the Board of Directors with one referee
position.
WHEREAS, MIIL is a company promoted by the Jain Group, a well known
industrial house, of repute for the past 35 years which has been engaged in
businesses of manufacturing of plastic products & irrigation systems which are
widely used in the construction, agriculture and other infrastructure industries
both in India and abroad with an annual turnover of Rs.4, 000 million.
WHEREAS, ECPI is a company manufacturing & promoting its ECON paanel
technology in the US and other countries. ECPI has recently completed a merger
with Ginsite Materials, Inc.; a NASDAQ listed company (GSIT) manufacturing epoxy
resin coating material used in the construction and marine industries.
WHEREAS, both parties arc interested in forming the Joint Venture.
which will pursue the manufacturing of panels, selection & execution of building
projects to their mutual advantage and jointly provide their respective.
capabilities andexpertise in planning, engineering, construction, manufacturing,
supply and use of the ECON panel technology as well as project management
leading to the successful completion Of file projects- ECPI (India) Limited will
start official operations on securing its first contract through a sub-contract
agreement with Khandesh Builders Limited (KBL) for construction of approximately
12,000 homes in the city of Jalgaon., India. Jalgaon Municipal Corporation is
the government organization that has awarded this contract to KBL and is
financed by HUDCO (Housing & Urban Dcvclopment Corporation), A Government of
India Undertaking.
Now therefore ECPI & MHL, through this agreement hereby rnutually agrcc
to form the Joint Venture Company under the following broad terms & conditions.
I .ECPI will provide the Technology 'Transfer, key machinery &
equipment (including duties), spare parts on key components. training, initial
supervision of Jalgaon Project, R & D, hack-up support on marketing,
international support and brand creation, engineering &manufacturing expertise,
construction expertise and any other back-up support as required for the success
of this venture.
2. MHL will be considered the "leader" in this Joint Venture due to
their local expertise in India. MHL will provide the infrastructure for setting
up factory, manpower, manufacturing of panels, procurement of raw materials,
other machinery, office equipment, permits, licenses and approvals from
government, marketing, project procurement, contract negotiations, project
execution & supervision, local engineering, civil engineering expertise local R
& D. In lieu of the above, MHL would be entitled to 5O% equity in the Venture
notwithstanding valuation of the services and facilitate to be provided by them.
3. It is clearly understood that ECPI Inc., USA will have 50% share in
ECPI India Ltd. to cover the cost of supply of a complete plant and know-how
which ran undertake manufacture of Panels &. construction of houses. The Plant,
Equipment & Machinery will be completely financed by ECPI Inc. USA, if some of
the equipment are to be locally procured MHL. will assist in procuring the same.
However, the total price for all such equipment including duties & taxes will
have to be borne by ECPI Inc. USA,
4. Non Circumvent & Non Disclosure: Until the life of this Agreement
both the partners agree to maintain Confidentiality and Non Circumvention of the
Information and Interests of both the parties".. In case that the Final
Agreement does not go thru, both the parties hereby agree to return all
technical and commercial information acquired during this period to the
respective parties.
As far as Working Capital is concerned both the partners on equal basis
will provide the sarne. If any loans & advances are to be raised for Working
Capital in India the guarantees to be given to the Banking Institutions will
also be on a 50:50 basis.
'I'his Agreement together with the Enclosures are not to be used for
any other purpose except forming a legally binding Contract and/or for mutual
benefit. Till then it shall remain absolutely Confidential.
This agreement is signed in principle and will is the precursor to
amore detailed agreement outlining the following:
1. Ownership details
2. Investment outlay
3. Roles & Responsibilities
4. Management structure
5. Financial management
6. allocation of profits
7. Growth strategies
8. Termination & exit strategy
9. Resolution of disputes & Arbitration
It is mutually decided to complete the final agreement within 25 days
of signing this agreement.
Environmental Construction Modular Homes Ltd,
Products International
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President &, CEO Managing Director
Agreement
For Construction of 12,000 slum houses in the City of Jalgaon between
Khandesh Builders LTD. and ECPI Group
This Agreement, made on this 30th day of September, 1999 by and between
ECPI India Ltd., a company incorporated under the laws of the government of
India, Companies ▇▇▇ ▇▇▇▇ (Incorporation is in process), its counterpart in the
United States ECPI Inc., a company registered under the USA company laws,
hereinafter referred to as the "Contractor" and M/S. Khandesh Builder Ltd., a
company incorporated under the rules of the government of India, Companies Law
1956, hereinafter referred to as the "Client"
For and in consideration of the premises, covenants and agreements of
the said Contractor and the Client, it is mutually agreed by and between the
parties as under:
i. The Client has been awarded a Contract to Construct
approximately 12,000 slum houses admeasuring approximately 215 sq. ft. built up
area, by the Local Governing Body, namely The Jalgaon Municipal Council,
hereinafter referred to as JMC.
ii. The Client is interested in Sub-Contracting the work on
aTurnkey basis to a competent Vendor.
iii. The Contractor who has access to Innovative Mass Housing
Technology namely the ECON panel technology, is keen and capable to execute the
above mentioned Slum Houses scheme.
iv. The Contractor has had the chance to study the drawings
and the rates prevalent in the local markets and based on these premises, the
Contractor believes that it can implement the job.
V. The Contractor agrees to a delivery schedule of 18 months
from the date of signing of the Work Order and the receipt of the Mobilization
Advance ( the amount for the mobilization advance would be mutually decided by
and between both the parties).
vi- The Contractor agrees to a price of 4% above the current
DSR (District Schedule Rate).
vii. The Client and the Contractor agree to work together on
the Drawings and logistics so as to arrive at a Final Agreement and issuance of
the Work Order.
viii. Representatives from the Client as well as the
Contractor would mutually determine the Payment terms and other methodologies
within 20 days of signing of this Agreement. The issues to be discussed and
resolved include the following:
a) Scope of Work
b) Rate
c) Payment Mechanism
d) Audit & Inspection Conditions
e) Arbitration Clause
f) Penalty & Incentive Clause
g) Force Majeure
h) Any other clause pertinent to this Contract
ix. The Client and the Contractor agree to work mutually
towards the successful completion of this project.
X. As agreed before in the Agreement signed on August 19, 1999
the Client has had a chance to visit the facilities of ECPI in USA and see the
actual houses being constructed. The Client now is satisfied with the validity
of this technology. Hence by signing this document both parties agree to honor
this agreement as a legal and binding contract.
xi. Force Majeure: Both the Client as well as the Customer
agree on any event which is not in human control (Act of God).
This Agreement will be converted into a Contract upon finalization of
the details mentioned in Clause Viii above. However, for all practical purposes
this Agreement can be considered as an Indication to Commence work on the
above-mentioned Housing program in favor of the Contractor.
Signed on this 30th day of September 1999, by representatives of both
the parties in the presence of two witnesses
For & On Behalf of
The Client
Kandesh Builders Ltd
/s/▇▇. ▇. ▇. ▇▇▇▇
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Managing Director
The Contractor
ECPI Inc. ECPI India Ltd.
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Mr. Siddharth R.▇▇▇▇▇
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President Director
Witness:
1. /s/ ▇▇. ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ (Director, ECPI Inc.)
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2. /s/ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ (Director ECPI, Inc.)
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