EX-10.10
MEMORANDUM OF UNDERSTANDING
MEMORANDUM OF UNDERSTANDING
BETWEEN
PLATFORMS INTERNATIONAL CORPORATION
AND
COMPOSITE OPTICS, INCORPORATED
This Memorandum of Understanding is made and entered into by and
between Platforms International Corporation ("Platforms") and
Composite Optics, Incorporated ("COI").
WHEREAS Platforms is completing and finalizing the development and
implementation of its Airborne Relay Communications "ARC" System, an
airborne wireless telecommunications TDMA, COMA, PCS System, which
has been under progressive stages of development by Platforms since
March 1997. The ARC System "Proof of Concept" initial demonstration
was conducted in May 1998 in San Diego, California, with COI
providing technical support. The ARC System was subsequently "ALPHA"
demonstrated in September 1999, in Alpine, Texas, to Platforms'
prospective client, AMERICEL, S.A. who, based on the results of the
demonstration as independently audited and certified by LCC
International awarded Platforms a $330 million conditional contract
on April 28, 2000 for the lease/purchase of five (5) ARC System
installations in Brazil, subject to satisfactory commercial
conditions and the performance of a successful "BETA" demonstration
of the ARC System in Brazil in 4Q-2000.
In order to comply with the terms and conditions of its Agreement
with AMERICEL S.A. and field a BETA demonstration of the ARC System
in Brazil in 4Q-2000. Platforms desires to engage and retain the
technical support services of COI, on a contractual basis (ref
paragraph #2 and #8), to build its airborne wireless
telecommunications TDMA payloads to be installed and integrated onto
an Aerostat Airship and Fixed Wing Aircraft, which when operating in
combination, comprise Platforms' exclusive "Hybrid Airborne Platform
System" ("HAPS") - a strategic combination of Aerostat Airship
Constellations supported by Fixed Wing Aircraft - the most advanced
and cost effective wireless communications Airborne System delivery
vehicle in the industry and one of Platforms' exclusive, key
strategic competitive advantages.
WHEREAS COI an experienced developer and provider of antenna and
communications payloads for the aerospace industry, desires to be
engaged and retained by Platforms, on a contract basis (ref paragraph
#2 and #8), to support the development and implementation of the ARC
System Airborne Wireless Telecommunications TDMA Payload required for
the BETA Demonstration under the AMERICEL S.A. Contract.
WHEREAS Platforms and COI agree that the two ARC System Wireless
Telecommunications TDMA Payloads (2) required for the BETA
Demonstration in Brazil: (1) Aerostat Airship; (2) Fixed Wing
Aircraft; shall be developed and manufactured by COI. The design
will be in conformance with to the extent possible the ARC System
baseline design specifications and expanded and enhanced as
required.. This is set forth in the Platforms' proprietary ARC
System Confidential Intellectual Property System Design
Specifications Document as jointly developed and produced on July 13,
1999 by Platforms and TechnoCom Corporation, under exclusive contract
with Platforms, and used by Platforms and TechnoCom as the blueprint
for the design, manufacture, and aircraft integration of the ARC
ALPHA System, which was successfully demonstrated in September 1999
in Alpine, Texas, and which was the basis for the AMERICEL Contract
and the forthcoming BETA Demonstration in Brazil.
The ARC System Confidential Intellectual Property System design
Specifications Document as developed and produced on July 13, 1999 by
Platforms and TechnaCom Corporation was delivered by Platforms to COI
on May 31, 2000, under a Proprietary Information Exchange and Non-
disclosure Agreement, for use by COI as a Platforms-proprietary
source document for the final design and development of the Platforms
Airborne Relay Communications "ARC" BETA / Pre-production System to
be delivered to Americel and demonstrated in Brazil in 4Q-2000.
PIC and COI agree as follows:
1. COI shall support the ARC System Beta Test Demonstration in
Brazil, by working to finalize the details of a Memorandum of
Understanding MOU by 6-9-00 for the development of the Aerostat
Airship and Aircraft TDMA wireless telecommunications payloads, and
related System engineering support.
2. PIC will provide COI with a letter contract (Authorization to
proceed) by 6-20-00, including funding in the amount of $225,000.00
($25,000.00 previously owed). Both parties agree to work to
establish a definitive contract for a time and material effort within
30 days of execution of this document. The definitive contract will
define any exclusivity in the relationship between COI and PIC.
3. COI will host the ARC System overview meeting with Ericsson and
▇▇▇▇▇▇▇▇▇▇ on the 12th of June at the Rancho ▇▇▇▇▇▇▇▇ Payload Facility.
4. The exchange of any data under this MOU, or any agreement
developed as a result of this MOU shall be governed by a Proprietary
Information Exchange Agreement dated May 12, 2000 between PIC and COI.
5. In exchange for the agreed compensation set forth above, PIC
shall receive the full benefit of COI's design and fabrication labor
toward the completion of two airborne wireless telecommunications
TDMA payloads: one for integration onto an Aerostat Airship, and one
for integration onto an aircraft, most likely, the Beechcraft King
Air B200. All intellectual property and patentable hardware/software
systems, processes, and other related technology resultant from COI's
work on behalf of Platforms shall be the exclusive proprietary
intellectual property (patents) of Platforms. COI shall support the
process of assisting Platforms in the isolation and identification of
all such intellectual property and patentable hardware/software
systems, processes, and other related technology resultant from COI's
work on behalf of Platforms.
6. The contractual relationship established under this MOU shall be
exclusive for 30 days (Ref #2 above), on both sides. Exclusively
defined as; Platforms shall not solicit or engage any other entitles
to perform any TDMA/CDMA/PCS/Data communications Payload design and
or development work without COI's written authorization: COI shall
not perform any TDMA/CDMA/PCS/Data communications Payload design and
or development work for system in Brazil or Argentina without
Platforms' written authorization.
7. As a follow-up to this MOU, it is the intent of COI and PIC to
explore the possibility of developing mutually beneficial joint
venture and/or strategic alliance that includes a Long Term Agreement
for COI and Platforms, or for the formation of a new company that
undertakes the design, manufacture, and marketing of airborne
telecommunications payloads, with the opportunity of negotiated
equity participation by each party, depending on participation role
and contribution.
8. COI hereby acknowledges and represents that it had no significant
previous business relationship of affiliation with Ericsson and
▇▇▇▇▇▇▇▇▇▇ Balloons, and that Platforms is the party making the
original introduction of these companies to COI for the purpose of
forming the technical team required to field a successful BETA
Demonstration for AMERICEL S.A. These introductions are being made
to facilitate communications and the exchange of confidential
information between all members of the ARC System BETA team; relying
fully on the non-disclosure, non-corporate, and non-circumvent
protection covenants that govern the exchange of valuable,
proprietary information between Platforms and COI.
In witness thereof, this Memorandum of Understanding is hereby
executed by the respective authorized representatives.
Platforms International Corporation
Composite Optics Incorporated
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Signature: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Signature: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Chairman and CEO Title: General Manager
Date: June 16, 2000 Date: June 16, 2000