|
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 has all necessary corporate power
and authority to enter into this Assignment, to carry out its
obligations hereun
| 
