-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JLlrYWNUrU7JOj9OlI3+xUF6y4ZjFQcCxFbLl+ycA9Dczfe8gFwsGjmbVK1qKklI TGv+et3M5P8ElbrS+ylyDA== 0001005477-99-003993.txt : 20030731 0001005477-99-003993.hdr.sgml : 19990827 ACCESSION NUMBER: 0001005477-99-003993 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990824 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19990826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIDIKRON TECHNOLOGIES GROUP INC CENTRAL INDEX KEY: 0000848135 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 133499909 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19218 FILM NUMBER: 99700222 BUSINESS ADDRESS: STREET 1: ONE EVERTRUST PLAZA STREET 2: 11TH FLOOR CITY: NEW JERSEY STATE: NJ ZIP: 07302 BUSINESS PHONE: 2019380099 MAIL ADDRESS: STREET 1: ONE EVERTRUST PLAZA STREET 2: 11TH FLOOR CITY: NEW JERSEY STATE: NJ ZIP: 07302 FORMER COMPANY: FORMER CONFORMED NAME: PROJECTAVISION INC DATE OF NAME CHANGE: 19951002 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 1999 Vidikron Technologies Group, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 0-19218 13-3499909 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 150 Bay Street, Jersey City, New Jersey 07302 - -------------------------------------------------------------------------------- (Address of principal executive office) (Zip Code) (201) 938-0099 - -------------------------------------------------------------------------------- (Registrant's telephone number including area code) Projectavision, Inc. - -------------------------------------------------------------------------------- (Former Name and Former Address, If Changed Since Last Report) Item 2. Acquisition or Disposition of Assets. On August 24, 1999, Vidikron Technologies, Inc. (the "Company") sold all of the outstanding shares of common stock ("Shares") of its United States subsidiary, Vidikron of America, Inc., to Markland LLC ("Markland") pursuant to the provisions of a Stock Purchase Agreement dated as of August 5, 1999 by and between the Company and Markland. The purchase price for the Shares was $50,000, subject to adjustment based upon the fair market value of the shares as of August 5, 1999, as determined by an independent appraisal. In connection with the sale of the Shares, the Company entered into a license agreement with Vidikron of America, Inc. to license the "Vidikron" trademark, tradename and all other intellectual property rights of the Company in certain territories. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 10.1 Stock Purchase Agreement dated as of August 5, 1999 by and between Vidikron Technologies Group, Inc. and Markland LLC. 10.2 License Agreement dated as of July 30, 1999 by and between Vidikron Technologies Group, Inc. and Vidikron of America, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized. VIDIKRON TECHNOLOGIES GROUP, INC. (Registrant) Dated August 26, 1999 By /s/ Phillip Siegel --------------------------- Name: Phillip Siegel Title: Chief Executive Officer EX-10.1 2 STOCK PURCHASE AGREEMENT Exhibit 10.1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT entered into as of the 5th day of August, 1999, by and between Vidikron Technologies Group Inc., a Delaware corporation having an address at the address set forth below ("Seller"), and Markland LLC, a Cayman Islands limited liability company, having an address at the address set forth below (the "Buyer"). W I T N E S S E T H : WHEREAS, Seller owns all of the shares of the common stock, no par value per share (the "Shares"), of Vidikron of America, Inc., a Delaware corporation (the "Corporation"). WHEREAS, Seller desires to sell, and Buyer desires to purchase, the Shares; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows: 1. Sale of Shares. Seller hereby agrees to sell and transfer to Buyer and Buyer agrees to purchase from Seller, in reliance upon and subject to all of the representations, warranties and other terms and conditions of this agreement, the Shares. 2. Purchase Price; Closing. The Closing shall occur no later than August 23, 1999 (the "Closing Date"). The purchase price for the Shares shall be $50,000, subject to Adjustment (as defined below) (the "Purchase Price"). The Purchase Price shall be paid to Seller at the Closing by bank check or wire transfer against delivery by Seller to Buyer of (a) a stock certificate of the Corporation representing the Shares, accompanied by a duly executed stock power or endorsed for transfer and (b) all corporate -3- documents, charters, by-laws, minutes, resolutions and minute books. Within 30 days of the Closing Date, the Purchase Price shall be subject to adjustment upon receipt by the Seller of an appraisal of the fair market value of the Shares as of August 5, 1999. Seller, at its cost, shall obtain an appraisal of the Shares as of the date of this Agreement. If Buyer shall disagree with the appraisal obtained by Seller, within 10 days of receipt of a copy of Seller's appraisal,. Buyer, at its cost, shall obtain its own appraisal of the Shares, which shall be delivered to Seller within 30 days of the receipt by Buyer of Seller's appraisal.. If, after receipt of Buyer's appraisal, Seller and Buyer agree upon a reasonable valuation of the Shares different than the Purchase Price (the "Agreed Price") (a) Seller shall refund to Buyer any amount by which the amount of $50,000 exceeds the Agreed Price, or (b) Buyer shall pay to Seller any amount by which the Agreed Price exceeds the $50,000 (the "Adjustment to Purchase Price"). If the parties are unable to reach an Agreed Price, then, within 10 days of receipt by Seller of Buyer's appraisal,Buyer's and Seller's appraisers shall agree upon a third appraiser ( "Independent Appraiser") to fix the appropriate Purchase Price, which appraisal shall be binding upon the parties and the parties shall make the requisite Adjustment to Purchase Price. The fair market value of the Shares as fixed by the Independent Appraiser shall constitute the Purchase Price for the Shares, and within 10 days after receipt of the Independent Appraiser's determination of the fair market value of the Shares, either Seller or Buyer shall pay the appropriate Adjustment to the Purchase Price. In order to secure the payment by Buyer of any additional amounts to Seller upon an adjustment of the Purchase Price, Buyer shall deposit in escrow at the Closing Date the stock certificate representing the Shares which shall be released to Seller if Buyer fails to satisfy its obligation under this Section 2. 3. Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer that: -4- (i) prior to the Closing Date it will have the full right, power, legal capacity and authority to enter into this agreement and to perform its obligations hereunder; and (ii) this agreement has been duly executed and delivered by Seller. 4. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller that: (i) Buyer has the full right, power, legal capacity and authority to enter into this agreement and perform its obligations hereunder; (ii) this agreement has been duly executed and delivered by Buyer and constitutes its valid and legally binding agreement and obligation; (iii) Buyer is acquiring the Shares for investment purposes only and acknowledges that the Shares have not been registered under the Act or any state securities laws, and may not be transferred, sold or otherwise disposed of except if an effective Registration Statement is then in effect or pursuant to an exemption from registration under said Act. Buyer is an accredited investor as that term is defined under the Act; (iv) Buyer is fully familiar with the financial condition of and has had an adequate opportunity to conduct an investigation into the business, prospects and all other aspects of the business of the Corporation and to ask and have answered questions regarding the financial and business condition of the Corporation. 5. Survival of Representations and Warranties. The representations, warranties and agreements set forth in sections 3 and 4 hereof shall survive the execution and delivery of this agreement and the sale and purchase of the Shares. Other than as specifically set forth herein, Seller is making no representations or warranties with -5- respect to the business, financial condition, financial statements, prospects or any other matter related to the business of the Corporation. Buyer shall have no claims nor rights of setoff with respect to any matters other than as specifically set forth herein. 6. Notices. All notices, requests, demands and other communications which are required or may be given under this agreement, shall be in writing, and shall be deemed delivered (i) if sent by personal delivery, on the date of delivery if delivered prior to 5:00 P.M., and on the next business day if delivered after 5:00 P.M., (ii) if sent by facsimile, on the date on which receipt thereof is confirmed by the recipient or a representative thereof, to the addresses and facsimile numbers as follows: If to Seller: Vidikron Technologies Group, Inc. 150 Bay Street Jersey City, New Jersey Attn: Phillip Siegel with a copy to: Gibbons, Del Deo, Dolan, Griffinger, & Vecchione One Riverfront Plaza Newark, New Jersey 07102-5497 Attn: Paul DiFilippo (973) 639-6325 If to Buyer: Markland LLC c/o Citco Trustees (Cayman) United Commerce Centre P.O. 31106 SMB Grand Cayman, Cayman Islands British West Indies with copy to: Tenzer Greenblatt LLP 405 Lexington Avenue New York, New York 10174 Attn: Andrew B. Eckstein, Esq. Fax: (212) 885-5002 -6- 7. Complete Agreement. This agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. The representations, warranties and covenants and agreements set forth in this agreement constitute all of the representations, warranties, covenants and agreements among the parties hereto and upon which the parties have relied. No change, modification, addition or termination of this agreement or any part thereof shall be valid unless in writing and signed by or on behalf of the party to be charged therewith. 8. Assignment. This agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, successors and assigns; provided, however, that neither party may assign this agreement without the written consent of the other party. Nothing in this agreement is intended to confer upon any person, other than the parties and their heirs, successors and assigns, any rights or remedies under or by reason of this agreement. 9. No Waiver. No waiver of any of the provisions hereof shall be effective unless in writing and signed by the party to be charged with such waiver. No waiver shall be deemed a continuing waiver or waiver in respect of any subsequent breach or default, whether of similar or different nature, unless expressly so stated in writing. -7- 10. Captions. The headings or captions under the sections of this agreement are for convenience and reference only, and do not form a part hereof, and do not in any way modify, interpret or construe the intent of the parties or affect any of the provisions of this agreement. 11. Governing Law. This agreement is intended to be governed by, interpreted and enforced in accordance with, the laws of the State of New York, without giving effect to conflicts of law principles. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands, as of the day and year first above written. Vidikron Technologies Group, Inc. By: /s/ Stuart Barlow --------------------------------- Stuart Barlow Vice President MARKLAND LLP By: Navigator Management Limited, Director By: /s/ David Sims --------------------------------- David Sims, Director -8- EX-10.2 3 LICENSE AGREEMENT Exhibit 10.2 LICENSE AGREEMENT This Agreement (the "Agreement") is made and entered into as of July 30, 1999 (the "Effective Date") by and between Vidikron Technologies Group, Inc., a Delaware corporation (the "Licensor") and Vidikron of America, Inc., a Delaware corporation, (the "Licensee"). WHEREAS, Licensor is the exclusive owner of the "Vidikron" trademark as more fully described in Exhibit A, tradename and any and all other intellectual property rights of any nature whatsoever related directly thereto now or hereafter owned by Licensor (such trademark, tradename and other intellectual property rights collectively, the "Trademark"); and WHEREAS, in order to induce the Licensee to enter into this Agreement, simultaneously herewith, Licensor is entering into a license agreement with Vidikron S.p.A. ("VSPA"), in the form attached hereto as Exhibit A; and WHEREAS, Licensee wishes to use the Trademark in connection with the distribution and/or sale by Licensee of audio, video and audio-video products developed, manufactured and marketed by the Licensee ("VOA Products") and developed, manufactured and marketed by VSPA ("VSPA Products"; together with the VOA Products, the "Products") throughout the Territories (as defined herein); and WHEREAS, for the purposes hereof, Licensor is willing to grant, and Licensee is willing to accept, a trademark license upon the terms and conditions herein set forth. NOW, THEREFORE, in consideration of the mutual consents and promises herein contained, the parties hereto agree as follows: 1. GRANT OF LICENSE. (a) Grant of License. Licensor hereby grants Licensee a license to use Licensor's Trademark, listed in Exhibit A hereto in connection with the distribution and sale of the Products, subject to the terms and conditions set forth in this Agreement. This license shall be irrevocable, to the extent set forth herein, and, to the extent set forth in Section 3, exclusive. Licensee acknowledges and agrees that this Agreement does not give Licensee any right, title and interest in Licensor's Trademarks, any rights to file for, apply for, or make any filings in any jurisdictions, nor any right to use Licensor's Trademarks, except as provided by the express terms of this Agreement. Licensee further acknowledges and agrees that this Agreement does not give Licensee any right to sublicense the right to sublicense Licensor's Trademarks without prior approval of Licensor, which approval shall not be unreasonably withheld; provided, however that Licensee shall have the right to grant a sublicense to an affiliate of Licensee, without prior approval of Licensor as long as such affiliate agrees to be bound by the terms of this Agreement, and, in particular, to continue to make royalty payments as provided for herein. For purposes -9- herein, affiliate shall have the meaning set forth in Rule 405 of the Securities Act of 1933 (the "Act"). (b) Fee. Upon execution of this Agreement, Licensee shall pay Licensor a one time payment of $50,000. (c) Royalty. Licensee agrees to pay to Licensor a royalty ("Royalty") equal to two percent (2%) of Net Sales (as defined below) actually received by Licensee in connection with Licensee's distribution and/or sale of the Products using the Trademark, which royalty shall be paid on a quarterly basis, in arrears, thirty (30) days after the end of each calendar quarter. "Net Sales" shall mean gross sales less refunds, applicable sales and use taxes, shipping and handling fees, discounts, credits and returns. (d) Negative Covenant. Except for the rights granted pursuant to this Agreement and the license agreement attached hereto as Exhibit A, Licensor shall not grant any rights whatsoever with respect to the Trademark. 2. TERM (a) Duration. The term of this Agreement shall commence on the date hereof and unless terminated earlier pursuant to subparagraphs (b) or (c) below, shall remain in full force and effect until the tenth anniversary hereof (the "Initial Term"). Upon the expiration of the Initial Term, this Agreement shall automatically renew for an additional ten (10) year period, provided that Licensee shall have paid to Licensor an aggregate amount of no less than $150,000 pursuant to Section 1 above. Thereafter, this Agreement shall automatically renew for successive ten (10) year periods, provided that during each such successive ten (10) year period, Licensee shall have paid to Licensor an aggregate Royalty of no less than the aggregate Royalty paid by Licensee to Licensor in the immediately preceding ten (10) year period. (b) Early Termination by Licensor. If any one or more of the following events occurs: (i) Licensee shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the Federal bankruptcy laws, or under any other law or statute of the United States or any state thereof, or shall consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its property; (ii) A petition under any part of the Federal bankruptcy laws, or an action under any present or future insolvency laws or statute, shall be filed against Licensee and shall not be dismissed within thirty (30) days after the filing thereof; or (iii) Licensee shall materially fail to keep, perform and observe each and every promise, covenant and agreement set forth in this Agreement on its part -10- to be kept, performed or observed, and such breach or default shall continue for a period of more than thirty (30) days after receipt by Licensee of written notice of such breach or default, except where fulfillment of its obligations requires activity over a period of time and Licensee shall have commenced in good faith to perform whatever may be required for fulfillment of its obligations and continued such performance without interruption except for causes beyond its control; (iv.) Licensee is in violation of any statute, ordinance or regulation of any Federal, State or Municipal authority with reference to the operation of its business and the same has not been remedied within ten (10) days after notice from the authorities to the Licensee of the violation. then in its discretion Licensor shall have the right to terminate this Agreement. (c) Early Termination by Licensee. If any one or more of the following events occurs: (i) Licensor shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the Federal bankruptcy laws, or under any other law or statute of the United States or any state thereof, or shall consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its property; (ii) A petition under any part of the Federal bankruptcy laws, or an action under any present or future insolvency laws or statute, shall be filed against Licensor and shall not be dismissed within thirty (30) days after the filing thereof; or (iii) Licensor shall materially fail to keep, perform and observe each and every promise, covenant and agreement set forth in this Agreement on its part to be kept, performed or observed, and such breach or default shall continue for a period of more than thirty (30) days after receipt by Licensee of written notice of such breach or default, except where fulfillment of its obligations requires activity over a period of time and Licensee shall have commenced in good faith to perform whatever may be required for fulfillment of its obligations and continued such performance without interruption except for causes beyond its control; then in its discretion Licensee shall have the right to terminate this Agreement. (d) Effect of Termination. Upon and after the termination of this Agreement (the "Termination Date"), Licensee shall refrain from further use of the Trademark in the Territory (as defined in Section 3 hereof) with respect to the Products and all trademark rights, goodwill and other rights in or to the Trademark granted to Licensee hereunder shall immediately cease and automatically revert to the Licensor; provided, however, Products sold prior to the Termination Date do not have to be recalled. In addition, Licensor shall be entitled to recover from the Licensee all accounts or debts of Licensee that Licensor pays in order to protect -11- the goodwill and reputation of Licensor, all damages incurred as a result of the events that gave rise to the termination and/or the termination itself. 3. TERRITORIES. The use of the Trademark granted by this Agreement shall be limited to the sale of Products and the rights granted in the geographic areas set forth below (the "Territories") and the Licensee agrees and covenants not to use the Trademark outside of the Territory or for any purpose other than the sale of products as specified: =============================================================================== Geographic Area Applicable Products Rights Granted =============================================================================== North America Products Exclusive - -------------------------------------------------------------------------------- South America Products Exclusive - -------------------------------------------------------------------------------- Europe VOA Products Non-Exclusive - -------------------------------------------------------------------------------- Worldwide (excluding VOA Products Exclusive Italy and Europe) =============================================================================== For purposes of this Agreement, VOA Products and VSPA Products shall be as set forth in Exhibit B. 4. COVENANTS OF LICENSEE REGARDING TRADEMARK. (a) Acts in Derogation of the TrademarksLicensee shall not do or permit any act or thing to be done (i) in derogation of any of the rights of Licensor in connection with the Trademark or (ii) to diminish the value or reputation of the Trademark, and Licensee shall use the Trademark only for the uses and in the manner as provided in this Agreement. (b) Prohibition Against Disputing Licensor's Rights. During or after the term of this Agreement, Licensee shall not in any way dispute or impugn the validity of the Trademark, or the rights of Licensor to it, or the rights of Licensor to use it. 5. RECORDS The Licensee shall deliver to Licensor a quarterly accounting statement specifying the volume and pricing of sales of the Products for that quarter, as well as the credits, returns, refunds, and cost of goods incurred by Licensee with respect to the Products. Such accounting statements shall be due, together with applicable royalty fees, thirty (30) days after the end of each calendar quarter. Upon reasonable written notice and during normal business hours, Licensor shall have the right, not more than twice during any twelve (12) month period, to review and audit Licensee's books and records with respect to royalties. Licensor shall have sixty (60) days from the receipt of each report to assert a claim with respect to such report. -12- 6. CLAIMS MADE AGAINST LICENSEE. (a) Claims made against Licensee. If Licensee receives notice or is informed or learns of any claim, suit or demand against Licensee on account of any alleged infringement, unfair competition, or similar matter relating to Licensee's use of the Trademark, Licensee shall promptly notify Licensor of such claim, suit or demand. Licensor shall have the right to defend, compromise or settle any such claim at Licensor's sole cost and expense, using attorneys mutually agreed upon by Licensor and Licensee, and Licensee agrees to cooperate fully with Licensor in connection with the defense of any such claim. Licensee may participate at Licensee's own expense in such defense or settlement. (b) Infringers. If Licensee receives notice or is informed or learns that any third party, which Licensee believes to be unauthorized to use the Trademark, is using the Trademark or any variant of it, Licensee promptly shall notify Licensor of the facts relating to such possible infringing use. Thereupon, Licensor shall promptly take any action as may be necessary to protect the trademark from dilution or infringement. Licensee may participate at Licensee's own expense in any prosecution of or action against any potential unauthorized user. (c) Notice. Licensee shall notify Licensor of any and all infringements, imitations, illegal use or misuse of Licensor's trademarks which come to Licensee's attention. Licensee shall notify Licensor of such acts and furnish Licensor with all evidence concerning these acts within seven (7) days of Licensee's receiving information thereof. Licensor shall take all appropriate action in the Courts, administrative agencies or otherwise to prevent such infringement, imitation, illegal use or misuse of the trademarks, after prior consultation with Licensee. In the event that Licensee should be notified of claims and/or assertions of rights adverse to those of Licensor in Licensor's Trademarks, Licensee shall forthwith notify Licensor of such claims and/or assertions and furnish Licensor with all information and evidence concerning such claims and/or assertions. (d) Assistance. Licensee undertakes to render Licensor all assistance reasonably requested in connection with any matter pertaining to the protection of Licensor's trademarks in the Subject Territory whether in the Courts, administrative agencies or otherwise, and to make promptly available to Licensor, its representatives, agents and attorneys all of the Licensee's files, records and other information and materials pertaining to the distribution and sale of the Goods and Services as may be reasonably requested, including all persons reasonably required by Licensor to assist Licensor in connection with any matter pertaining to the protection of Licensor's trademarks. 7. INDEMNIFICATION (a) Licensor's Indemnification of Licensee. Licensor shall indemnify and hold Licensee harmless from and against any and all claims, actions, expenses, losses, liabilities, damages, fines, fees and expenses, including counsel fees and expenses, arising -13- out of, concerning or affecting, in whole or in part, this Agreement or the business conducted by Licensee, its agents or employees. (b) Licensee's Indemnification of Licensor. Licensee shall indemnify and hold Licensor harmless from and against any and all claims, actions, expenses, losses, liabilities, damages, fines, fees and expenses, arising out of, concerning or affecting, in whole or in part, this Agreement or the business conducted by Licensor, its agents or employees. 8. ASSIGNMENT. Licensor has the right to assign this Agreement, and all of its rights and privileges, to any other person, firm or corporation; provided that the Trademark has been assigned to such person, firm or corporation and such person, firm or corporation agrees to be bound by the terms of this Agreement. Licensee may not assign its rights and privileges in this Agreement to any other person, firm or corporation without the express written consent of Licensor, which consent shall not be unreasonably withheld. Licensor hereby consents to the pledge of this license and the grant of a security interest in this license and the rights hereunder to Market LLC, as a lender to Licensee. 9. MISCELLANEOUS. (a) Entire Agreement. This Agreement constitutes the entire agreement between the parties with reference to the subject matter of this Agreement and supersede all prior negotiations, understandings, representations and agreements. Licensor and Licensee each expressly acknowledge that no oral promises or declarations were made by either to the other and that the obligation of both Licensor and Licensee are confined exclusively to the terms in this Agreement. (b) No Franchise. Licensee and Licensor agree that this Agreement is not a franchise agreement, as such agreements are defined under the statutes and regulations of the United States and the State of New Jersey, and therefore that this Agreement is not subject to those statutes and regulations. Licensee and Licensor further agree that each will execute any documents and give any testimony which is necessary to avoid having this Agreement construed as a franchise agreement. (c) Amendment. This Agreement, including but not limited to this provision, may not be amended orally, but may be amended only by a written instrument signed by the parties. (d) Governing Law. This Agreement is to be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to its choice of law principles. (e) Severability. If any part, article, paragraph, sentence or clause of this Agreement is held to be indefinite, invalid or otherwise unenforceable, the entire Agreement -14- shall not fail on account of such holding, and the balance of this Agreement shall continue in full force and effect. (f) Waiver. The failure of Licensor at any time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of Licensor to thereafter enforce each and every provision of this agreement. No waiver of any breach of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach shall be construed or deemed to be a waiver of any other or subsequent breach. (g) Execution in Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. (h) Notice. Any notice required or permitted to be given under this Agreement shall be in writing and shall be served upon the other party personally, by overnight courier or by return receipt requested, postage prepaid, and shall be deemed given when received. Notices shall be addressed as follows: (i) Notice to Licensor: Vidikron Technologies Group, Inc. 150 Bay Street Jersey City, New Jersey Attention: President (ii) Notice to Licensee: Vidikron of America, Inc. 150 Bay Street Jersey City, New Jersey Attention: President [SIGNATURE PAGE TO FOLLOW] -15- IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. VIDIKRON TECHNOLOGIES GROUP, INC. By: /s/ Phillip Siegel ---------------------- Name: Phillip Siegel Title: Chairman VIDIKRON OF AMERICA, INC. By: /s/ Phillip Siegel ---------------------- Name: Phillip Siegel Title: -----END PRIVACY-ENHANCED MESSAGE-----