Exhibit 10.1
ASSIGNMENT OF LICENSE
AGREEMENT
THIS ASSIGNMENT OF LICENSE AGREEMENT
(“Assignment”) is
entered into March 8 th , 2005 (“Effective
Date”) by and between Verdisys, Inc., a California
corporation (“Verdisys”) and Maxim TEP, Inc., a Texas
Corporation (“Maxim”).
WHEREAS on April 23, 2003, Verdisys and Carl Landers, an
individual residing in Madisonville, Kentucky
(“Landers”) entered into a license agreement and this
license agreement was amended on September 4, 2003 and February 25,
2004 (collectively referred to as the “Verdisys
License”) which is attached as Exhibit A;
WHEREAS Maxim wishes to acquire the Verdisys License and
Landers consents to the acquisition per Exhibit C;
THEREFORE , in view of the good and valuable consideration
stated below, Verdisys and Maxim agree as follows:
1. Assignment of Verdisys
License.
1.1 Verdisys hereby assigns all
right, title, and interest it owns in the Verdisys License to Maxim
as well as all current and future negotiations for assignments,
sub-licenses or territorial royalty pertaining to the Verdisys
License.
2. Consideration.
2.1 In consideration of this
Assignment, Maxim shall pay to Verdisys the total sum of One
Million Three Hundred Thousand and no/100 Dollars ($1,300,000.00
USD), payable in installments as follows:
2.1.1 Maxim shall make a first cash
payment to Verdisys of Three Hundred Thousand and no/100 Dollars
($300,000.00 USD) on or before March 9, 2005;
2.1.2 Maxim shall make a second cash
payment to Verdisys of One Hundred Thousand and no/100 Dollars
($100,000.00 USD) Dollars on or before March 18, 2005;
2.1.3 Maxim shall make a third cash
payment to Verdisys of Five Hundred Thousand and no/100 Dollars
($500,000.00 USD) Dollars on or before June 3th, 2005,
and
2.1.4 Maxim shall make a fourth and
final cash payment of Four Hundred Thousand and no1/100 Dollars
($400,000.00 USD) on or before September 2 th , 2005.
2.2 In further consideration of this
Assignment, Maxim forgives and releases Verdisys from a Two Hundred
Seventy Thousand Dollar ($270,000.00 USD) supplier credit
obligation owed by Verdisys to Maxim.
2.3 In further consideration of this
Assignment, Maxim grants to Verdisys the sublicense referenced in
Section 6 below.
2.4 Any delay of payment beyond a
ten (10) day period of the contracted payment date shall cause a
default of this contract resulting in a 45 day “Grace
Period”. Default shall be cured by payment of 110% of the
payment missed within the 45 day grace period. In the event the
default is not cured, then the transaction will be terminated, the
Verdisys License returned to Verdisys and any initial payments
shall be forfeited. However, the ownership of any equipment
delivered to Maxim under Section 3 as of the time of default shall
remain with Maxim as said rigs were tendered against a stated
credit owed to Maxim.
3. Delivery of Equipment.
3.1. Upon Maxim’s first
$300,000.00 cash payment described above, Verdisys shall execute
the Bill of Sale attached as Exhibit B and deliver to Maxim one
complete Landers lateral drilling rig in good working order,
including, but not limited to: top-hole and down-hole drilling
apparatus; drilling “Horse Head” and bracket tree; 300
foot drilling hose with Landers drilling nozzle; deflection shoes;
flex shaft; mud motor; drilling bits and all spare parts
culminating in a completely outfitted rig ready to apply the
Landers lateral drilling process.
3.2 Upon completion and testing of
Verdisys’ second generation lateral drilling rig currently
under development, but in no event later than June 30, 2005,
Verdisys will deliver the second Landers rig in partial working
order to Maxim. The equipment described in Sub-paragraphs 3.1 and
3.2 will be delivered to Maxim for no additional consideration
other than that stated in Paragraph 2.2.
4. Resolutions.
4.1 Within seven days from the
Effective Date, Verdisys shall provide Maxim with (a) a resolution
from the Verdisys Board of Directors authorizing Verdisys officers
to sell the Verdisys License under the terms stated in this
Assignment, and (b) copies and summaries of any offers made to
Verdisys for sublicenses of the Verdisys License including, but not
limited to, copies of any Letters of Intent (“LOI”),
Memorandums Of Understanding (“MOU”) or other
contractual agreements executed by Verdisys with regards to Edge
Capital Group/Fraziers/Sossen; CTC, a Canadian group currently
participating in a pilot drilling program in hopes of receiving
license to drill within the Canadian border; and any other group
that has a similar association with Verdisys.
4.2 Within seven days from the
Effective Date, Maxim shall provide Verdisys with a resolution from
the Maxim Board of Directors authorizing Maxim officers to buy the
Verdisys License under the terms stated in this
Assignment.
5. Reversion of License
Agreement.
5.1 Should Verdisys fulfill all of
its obligations under Paragraph 3 and should Maxim fail to fulfill
all of its obligations under Paragraph 2, the Verdisys License and
all rights therein shall revert back to Verdisys.
6. Grant Back of Sub-License.
6.1 Maxim hereby grants Verdisys a
non-exclusive sub-license to use the Landers Horizontal Technology
as defined in the Verdisys License beginning on the Effective Date.
Such sub-license to be used in association with new technologies to
be employed by Verdisys, provided all royalties are paid in full on
every well upon which the Landers Horizontal Technology is
utilized.
6.2 The sub-license granted in
Sub-paragraph 6.1 is conditioned upon Verdisys timely making all
royalty payments in full on every well upon which the Landers
Horizontal Technology is utilized directly to Maxim, which Maxim
shall forward to Landers.
7. Representations &
Warranties.
7.1 Maxim warrants it is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Texas and has all necessary
corporate power and authority to carry on its business as it is
currently being conducted. Maxim h
