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EXHIBIT 10.10
COMBINED TECHNOLOGY AGREEMENT
(with Assignment of Trade Secrets)
THIS COMINED TECHNOLOGY AGREEMENT, made as of the 22nd day of
September, 2006 by
and among:
FRANK G. PRINGLE, an adult individual, competent to contract,
residing at 8
Tallowood Drive, Medford, New Jersey 08053, hereinafter "PRINGLE";
and
LOIS AUGUSTINE-PRINGLE, an adult individual, competent to contract,
residing at
8 Tallowood Drive, Medford, New Jersey 08053, hereinafter
"AUGUSTINE"; and
MOBILSTREAM OIL, INC., a Delaware corporation with principal
offices located at
408 Bloomfield Drive, Units #1 & #2, West Berlin, New Jersey
08091, hereinafter
"MOI";
AND
CARBON RECOVERY CORPORATION, a New Jersey corporation with
principal offices
located at 408 Bloomfield Drive, Unit #3, West Berlin, New Jersey
08091,
hereinafter "CRC"; and
GLOBAL RESOURCE CORPORATION, a Nevada corporation with principal
offices located
at 209 Robwood Road, Baltimore, Maryland 21222, but as of the date
hereof being
moved to 408 Bloomfield Drive, Unit #3, West Berlin, New Jersey
08091,
hereinafter "GRC";
WITNESSETH THAT:
WHEREAS, PRINGLE is an inventor who, since the 1990's has been
experimenting with the use of targeted, variable frequency
microwaves for the
decomposition of various materials, especially hydrocarbons in
various forms and
compositions and commercial uses;
WHEREAS, PRINGLE has, over the years, made certain licensing
agreements
with Careful Sell Holding relating to the technology and trade
secrets developed
by him, with Careful Sell Holding transferring all of its rights
such that the
end result of which was that the technology and trade secrets were
ultimately
transferred, sold, conveyed, and assigned to MOI;
WHEREAS, AUGUSTINE was a member of Careful Sell Holding and
executed
various related documents on its behalf and is accordingly joining
herein;
WHEREAS, MOI sold an exclusive license for the use of the
technology
and trade secrets to CRC in exchange for the issuance of 37,500,000
shares of
CRC's Common Stock, which license provided for certain on-going
royalties;
WHEREAS, CRC has entered into a Plan and Agreement of
Reorganization
with GRC, whereby in a so-called "C" Reorganization GRC is
acquiring
substantially all of the assets of CRC, of which assets the primary
one is the
license rights to the technology and the trade secrets;
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WHEREAS, in view of the prior chain of title with respect to
the
license rights, the parties desire to have a single, unified
document combining
the prior assignments and confirming the transfer by Careful Sell
Holding, the
ownership by MOI, the exclusive licensing by MOI of CRC, and the
ownership of
such license rights by CRC, prior to the reorganization, and by
GRC, after the
Closing;
NOW, THEREFORE, intending to be legally bound, in consideration of
the promises
and covenants previously made and made hereby, the parties
acknowledge their
understandings, as follows:
1. PRINGLE hereby represents and warrants that it was his intent,
consistently,
at all times, to have transferred the technology and trade secrets
to Careful
Sell Holding. PRINGLE further represents and warrants that, in
fact, he
transferred all of his right, title and interest in and to the
technology and
trade secrets to Careful Sell Holding, first the waste tire
decomposition
application and subsequently the other applications. He hereby
represents and
warrants that Careful Sell Holding was, at the time of the transfer
by it to
MOI, the sole and exclusive owner of the technology and trade
secrets, that
Careful Sell Holding had the full authority, right and power to
transfer, sell,
convey and assign such technology and trade secrets to MOI, and
that Careful
Sell Holding in fact made a full and complete transfer of all of
its rights to
MOI. By joinder to this Agreement, Careful Sell Holding confirms
such
representations and warranties and confirms that it was the sole
and exclusive
owner of the technology and trade secrets, that it had the full
authority, right
and power to transfer, sell, convey and assign such technology and
trade secrets
to MOI, and that it in fact made a full and complete transfer of
all of its
rights to MOI.
2. AUGUSTINE hereby represents and warrants that she was a fifty
percent member
of Careful Sell Holding, that PRINGLE first transferred the
technology and trade
secrets pertaining to the waste tire decomposition application to
Careful Sell
Holding and subsequently transferred the balance of the
applications, and that
Careful Sell Holding transferred its entire right, title, and
interest in and to
the technology and the trade secrets to MOI and that following such
transfer MOI
was the sole and exclusive owner of the entire technology and trade
secrets and
that Careful Sell Holding retained no interest therein..
3. MOI hereby represents and warrants that as of the date hereof it
is the sole
and exclusive owner of the technology and trade secrets, subject
only to the
rights previously conveyed to CRC. MOI represents and warrants that
at the time
of its licensing of CRC it was the sole and exclusive owner of the
technology
and trade secrets, that it had the full authority, right and power
to license
CRC, on an exclusive basis, to use the technology and trade
secrets.
3. PRINGLE, AUGUSTINE and MOI represent and warrant that (a) all of
the
potential applications for the technology, (b) all of the
components of the
technology, and (c) all of the trade secrets relating to the
technology and the
potential applications have been, respectively, transferred to
Careful Sell
Holding and in turn transferred to MOI, and in turn licensed, on an
exclusive
license basis, to CRC and that CRC has the full authority, right
and power to
transfer, as licensee, its license to GRC. By joinder to this
Agreement, Careful
Sell Holding confirms such repressentations and warrantes.
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4. CRC hereby assigns all of its right, title and interest in and
to the
license, the technology and the trade secrets to GRC. CRC
represents and
warrants that such license is in good standing, with no event of
default or
delinquency as of the date hereof and free of all liens and
encumbrances. MOI
hereby confirms that such license is in good standing, with no
event of default
or delinquency as of the date hereof. MOI acknowledges awareness of
the transfer
and assignment of the license and consents thereto and accepts GRC
as the
licensee, releasing CRC from all further responsibility
thereunder.
5. MOI, CRC, and GRC acknowledge that over the years there have
been various
transfer documents, various license documents, and expansions in
the scope of
the technology applications and agree that it is desireable to have
a single
document setting forth the terms of the license. Accordingly, while
all such
prior transfers as summarized hereinabove are to remain in full
force and effect
so that MOI is the sole owner of the technology and the trade
secrets and the
licensor thereof and GRC is the sole and exclusive licensee
thereof, in all
other respects this Combined Technology Agreement is intended to
supersede and
replace all prior agreements, documents, writings, memoranda,
understandings and
licenses and the relationship between MOI and GRC shall be governed
by the terms
and conditions hereof.
6. (a) MOI (hereinafter the "Licensor") hereby grants to GRC
(hereinafter the
"Licensee") the exclusive and worldwide right and license (the
"License") to
commercialize, use and exploit the Inventions for any purpose
whatsoever,
whether in recycling tires or in other commercial activities; to
practice the
processes of recycling tires through the use of proprietary
technology utilizing
wavelength specific microwaves and sub atmosphere vacuum chambers;
to make,
assemble, and use apparatus, machinery, auxiliaries, and all
devices for
carrying such Inventions and processes into practice; and to make,
use, sell, or
dispose of the products of such processes and apparatus, machinery,
auxiliaries,
and devices (the "Process").
(b) The Licensor hereby grants to the Licensee the right to grant
sublicenses on
such terms as are consistent with the provisions of this Agreement
and to such
sublicensees as are acceptable to the Licensor, in its sole and
exclusive
discretion.
(c) The exclusive rights and License herein granted shall include
all
Inventions, improvements, enhancements and modifications thereto
made or
conceived during the term of this Agreement which the Licensor owns
or controls
or hereafter owns or controls, and all pa
