Exhibit 10.1
Larry Shultz
2934-1/2 Beverly Glen Circle
Suite 301
Bel Air, CA 90077
Re: Letter of Agreement for certain MPG Rights
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Dear Larry,
This
document will formalize our discussions and confirm our mutual
agreement, effective as of July 5, 2005, in
regards to your personal ownership
rights in the Magnetic Piston (also known as "Pellet") Generator ("MPG")
invention and its commercialization
in association with a certain
California-based hybrid vehicle integrator ("HybridCo"),
a
certain
California-based geothermal developer ("GeoCo"), and a certain California
Geothermal Power Generator ("CalPowerCo"),
all of whom you introduced to Encore.
Encore
(`the Company") acknowledges that over the last six
months you
("Shultz") have been intimately
involved and
instrumental in the development of
the Magnetic Piston Generator (the "MPG") invention with Robert Hunt; that
you
invested your own money in the MPG and
contributed
your own design
ideas and
applications to the MPG (including but not limited to motor
vehicle, hybrid
vehicle, solar thermal and natural gas
pipeline pressure recovery applications),
for which you may be entitled to
ownership of certain intellectual property,
patent rights and related business interests with HybridCo, GeoCo and
CalPowerCo, all of which are not currently
assigned to Encore, nor covered under
Encore's existing license agreement with
Mr. Robert Hunt under the "Encore Hunt
License Agreement".
The Company
further acknowledges
the value of your original idea, business
strategy and efforts to develop a joint venture company with HybridCo to
engineer and build MPG units for global hybrid vehicle applications (the
"HybridCo Venture"), as well as the value
of the technological
credibility that
HybridCo's involvement brings to the MPG technology and, in turn, to the
Company. Furthermore, the Company recognizes the value of your
original idea,
business strategy and efforts to develop the MPG for global geothermal
applications by securing the cooperation of the CalPowerCo to
demonstrate the
MPG in one of their geothermal wells in California; and the value of your
introducing various geothermal veterans, with GeoCo, to the Company which
initiated the Company's entry into the geothermal business (the "GeoCo
Venture").
Accordingly,
Encore desires to enter into this Agreement with you to assign
ownership to the Company of any and all such rights
that you may own in and to
the MPG and the HybridCo and GeoCo
Ventures, so that will
be no future doubt as
to the Company owning control of all such rights in and to the MPG and the
HybridCo and GeoCo Ventures, subject to the terms of the Encore
Hunt License
Agreement and this Agreement herein.
Subject to the
following terms and
conditions, the
Company desires you to
assign, and you hereby agree to assign to
the Company, any and all of your past,
present or future rights in and to the MPG
technology, to the
GeoCo Venture and
to the HybridCo Venture of your own creation
and pro-active implementation.
Accordingly, the Company and you hereby
agree as follows:
1
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1. In
consideration of the
warrants being issued to you, you hereby assign
and transfer all of your rights, title and
interest to the Company in and to the
Geothermal and HybridCo Ventures and in and
to any and all intellectual property
with regard to MPG technology in which you have any interest and you agree to
execute assignments of such technology or of your interest in
the ventures or
any other documentation of such assignments and transfer as Company may
reasonably request from time to time in order to
document and establish in
writing such assignment and transfer. In addition to assigning any and all
rights that you may own in and to the MPG
technology, and to the
Geothermal and
HybridCo Ventures, you also hereby assign and
transfer your ownership rights to
the Company of the following U.S. Trademark and Website addresses or Uniform
Resource Locators ("URL's") relating to
various MPG applications:
A. Trademark: HeatSeeker / US Trademark Class 7 - Electric
Generators.
B. Websites:
i. WWW.RooftopEnergy.com
i. WWW.HybridMPG.com
ii. WWW.MPGenergy.com
iii. WWW.MPGhybrid.com
iv. WWW.MPGvehicle.com
You agree to execute assignments of the above items or
any other
documentation
of such assignments and transfer as Company
may reasonably request
from time to
time in order to document and establish in
writing such assignment and transfer.
2. As partial
consideration
for transferring all
of your interests in and
to the above named assets to Encore ("the
company"),
you will accept,
and the
Company will pay you, One Million Five
Hundred Thousand (1,500,000) Encore share
purchase warrants exercisable at
Twenty-Cents ($0.20) per share, exercisable for
a period of seven (7) years (the "Warrant
Agreement") and issuable within thirty
(30) days of the execution of this agreement. The War
