Technology License - NCT Group Inc., Advancel Logic Corp. and Infinite Technology Corp.
TECHNOLOGY LICENSE AMENDMENT
Effective June 30, 2000, this TECHNOLOGY LICENSE AMENDMENT ("Amendment")
among NCT Group, Inc. ("NCT"), a Delaware corporation, Advancel Logic
Corporation. ("Advancel"), a California corporation and a wholly owned
subsidiary of NCT, and Infinite Technology Corporation ("ITC"), a Delaware
corporation amends and replaces in total the Strategic Alliance and Technology
License Agreement with effective date of May 8, 2000 among NCT, Advancel, and
ITC.
WITNESSETH:
WHEREAS, Advancel has developed certain proprietary technology and designs
for JAVA(TM) embedded microprocessors to significantly enhance the rate of
instruction execution of such microprocessors. Advancel's technology and designs
are known as the "tiny J" (TJ) and "tiny2J" (T2J) microprocessor designs (the
"TJ Technology" and the "T2J Technology," respectively);
WHEREAS, Advancel has entered into a license agreement with ST
Microelectronics S.A. and Microelectonics S.r.l., a French and an Italian
company, respectively (collectively "ST") for the license and further
development of the T2J Technology (the "ST Agreement"), a true, correct and
complete copy of which has been attached and incorporated herein by reference;
and
WHEREAS, ITC has developed advanced DSP chip technology and is experienced
in the design, prototyping and manufacture of System on Chip products.
NOW THEREFORE, in consideration of the above and the representations,
warranties and covenants hereinafter set forth, the parties agree as follows:
ARTICLE I LICENSES
Section 1.1 TJ Technology License. NCT and Advancel hereby grant to ITC an
exclusive, irrevocable worldwide license, with right to sublicense, to design,
make, use, transfer, market and sell products and intellectual property
(including software and microprocessor designs) incorporating or based upon the
TJ Technology. Such license to the TJ Technology shall continue and be
irrevocable by NCT and Advancel for so long as ITC meets its continuing royalty
payment obligations to NCT set forth in Article II herein.
Section 1.2 T2J Technology License. NCT and Advancel hereby grant to ITC an
exclusive, perpetual, irrevocable worldwide license to design, make, use,
transfer, market and sell products and intellectual property (including software
and microprocessor designs) incorporating or based upon the T2J Technology. The
exclusivity of such license shall be subject to the rights of ST with respect to
the T2J Technology as set forth in the ST Agreement and any amendments and
changes that will be negotiated for the ST Agreement. This license of the T2J
Technology does not include the right to sublicense to any other person or
entity. Such license to the T2J Technology shall continue and be irrevocable by
NCT and Advancel for so long as ITC meets its continuing royalty payment
obligations to NCT set forth in Article II herein.
ARTICLE II LICENSE FEES AND ROYALTIES
Section 2.1 Initial Payment. In consideration of the licenses granted in Article
I herein, ITC shall, issue to NCT shares of common stock of ITC having an agreed
upon value of $5.00 per share in accordance with the quantity, terms and
conditions of ARTICLE VIII.
Section 2.2 Royalties for TJ Technology. ITC agrees to pay to NCT the following
royalty on each microprocessor or semiconductor chip sold by ITC utilizing or
incorporating the TJ Technology:
a. $0.20 per chip for the first chips sold until $100,000 of royalty has been
paid;
b. $0.15 per chip for the next chips sold until an additional $500,000 of
royalty has been paid;
c. $0.10 per chip sold by ITC thereafter until May 7, 2002, not counting the
first chips sold having an aggregate royalty payment of $600,000 as
provided in Sections 2.2(a) and (b) above;
d. $0.08 per chip sold by ITC after May 7, 2002 and the aggregate royalty
payments have been paid as provided in Sections 2.2(a) and (b); and
e. $0.05 per chip sold by ITC at any time after May 7, 2004.
Section 2.3 Royalties for T2J Technology. ITC agrees to pay to NCT the following
royalty on each microprocessor or semiconductor chip sold by ITC utilizing or
incorporating the T2J Technology:
a. $0.05 per chip for the first chips until $1,000,000 in royalty has been
paid; and
b. $0.025 per chip sold by ITC at any time thereafter, not counting the first
chips sold as provided in Section 2.3(a) above.
Section 2.4 Sublicense Fees. ITC agrees to pay to NCT the following sublicense
fees for TJ technology after any expenses associated with the granting of the
sublicense has been deducted:
a. 50% of all sublicense fees received from the effective date of this
Amendment until May 7, 2002;
b. 30% of all sublicense fees received from May 8, 2002 until May 7, 2004; and
c. 20% of all sublicense fees received thereafter.
ARTICLE III AUDITS
ITC shall keep full and accurate books and records pertaining to their
performance under this Amendment for a period of at least three (3) years after
the date a given monthly payment is made by ITC to NCT. ITC shall permit an
independent certified public accountant selected by NCT and reasonably
acceptable to ITC, to examine ITC's books and records, at sole cost and expense
of NCT, upon reasonable notice during normal working hours, but not later than
three (3) years following the payment in question, for the sole purpose of
verifying the royalty payments and reports and accountings related thereto. Such
accountant shall not disclose to NCT any other information of ITC. Prompt
adjustment shall be made to compensate for any errors or omissions disclosed by
such examination. In the event such examination shows underreporting and
underpayment in excess of five percent (5%) for any twelve (12) month period,
then ITC shall pay NCT the cost of such examination together with any additional
sum that would have been payable to the underpaid Party had underpaying Party
reported correctly, plus interest at the rate of two per cent (2%) over the
prime rate as published in the Wall Street Journal during the period of
delinquency.
ARTICLE IV DOCUMENTATION; FURTHER DEVELOPMENT
Section 4.1 Documentation; Further Assurances. NCT and Advancel agree to deliver
to ITC prior to Closing, all documentation, files, data sheets, presentation
material, technology files, marketing data and other information in whatever
form in their possession or control relating to the TJ and T2J Technology,
including instruction set simulator models written in the C language and final
Verilog models for each of the TJ and T2J processors. Such documentation, files
and other materials shall include copies of all materials previously provided to
ST and Nihon Computer Company, Ltd. of Japan. Each of NCT and Advancel, on the
one hand, and ITC on the other, agree to cooperate and use their reasonable best
efforts to secure and transfer to ITC's possession all information,
documentation, files and other materials regarding the TJ Technology and the T2J
Technology, including the retrieval of such information, documentation, files
and other materials from prospective customers, individuals or other companies
given to such customers, individuals or other companies by Advancel or any of
Advancel's former employees or consultants.
Section 4.2 Further Development. ITC agrees to use its reasonable efforts to
further develop the TJ Technology. ITC agrees to commence its development
efforts as soon as practical after Closing. ITC, at its sole discretion, may
discontinue development of TJ Technology at any time.
Section 4.3 Ownership. ITC shall own all right, title and interest in and to the
improvements and modifications of and further developments in the TJ Technology
and the T2J Technology as developed by ITC under this Article IV and thereafter,
provided that the royalty payment obligations of ITC to NCT set forth in Article
II herein shall continue.
ARTICLE V This Section Left Intentionally Blank.
ARTICLE VI ADVANCEL EMPLOYEES AND ASSETS
Section 6.1 Advancel Employees. ITC shall have the unconditional right to offer
employment or consulting positions with ITC to any current or former employee or
consultant of Advancel. NCT and Advancel shall use their reasonable best efforts
to encourage and convince current and former employees and consultants of
Advancel to accept positions with ITC if offered by ITC. If any such individual
agrees to release NCT and Advancel from any and all claims and disputes arising
from their prior relationship with Advancel, NCT and Advancel shall agree to
release such individual from any and all claims and disputes arising from such
relationship, so long as they agree to work and/or consult with ITC in good
faith for a minimum of two years. NCT and Advancel shall indemnify and hold
harmless ITC from any claims or disputes arising between NCT and Advancel, on
the one hand, and any current or former employee or consultant of Advancel on
the other.
Section 6.2 Assets. ITC shall have the right to take possession of and Advancel
hereby agrees to assign, transfer and convey to ITC all of its right, title and
interest in and to its tangible assets, including without limitation computers,
hard drive memory devices with the contents therein, CAD tools, furniture,
network assets, telephones and all other equipment ("Assets"). NCT and Advancel
shall deliver the Assets to ITC prior to Closing at the address in Section 14.7
below. ITC shall assume no liabilities of Advancel; and, NCT and Advancel agree
to indemnify ITC and hold ITC harmless from any such liabilities. Advancel shall
deliver to ITC upon reasonable request any documents, bills of sale or other
instruments to record or evidence such transfer and assignment of assets to ITC.
ARTICLE VII STRATEGIC ALLIANCE
Section 7.1 Apogee Software. Except as provided in or contemplated by the ST
Agreement, NCT shall assist ITC in the assumption of all rights to the Apogee
software and support tool under the agreement between Apogee and NCT and
Advancel. Should Apogee agree, NCT and Advancel agree to transfer its rights
under the Apogee Software to ITC.
Section 7.2 NCT Algorithms. NCT agrees to negotiate in good faith to license its
algorithms to ITC on a non-exclusive basis for use by ITC with any ITC-developed
technology at customary terms on an arms-length basis.
Section 7.3 First Offer Option. NCT and Advancel hereby grant to ITC the option
to acquire all of NCT's and Advancel's right, title and interest in the TJ
Technology and the T2J Technology at a price to be determined in good faith
negotiations between the parties. If there is sustained, broad market support
for the price per share of ITC's common stock, the parties may agree that ITC
may purchase such technology by the issuance of ITC common stock. If the parties
are unable to come to terms for the exercise of such option, such right to
acquire shall extinguish provided that NCT and Advancel keep ITC reasonably
informed of any intention to sell their right, title and interest in the TJ
Technology and the T2J Technology.
ARTICLE VIII Closing
Section 8.1 Date. Closing of this Agreement shall take place on
____________________, 2000, at 10.00 a.m. at the offices of ITC, or at such
other time, date and place as may be mutually agreed to by the parties.
Section 8.2 ITC Stock. At the Closing and upon delivery to ITC of the documents
provided in Section 8.3, ITC shall deliver the following:
a. Certificate representing 1,200,000 shares of common stock of ITC.
Section 8.3 NCT Documents. At the Closing NCT and Advancel shall deliver to ITC
the following:
a. The documents and technology files and other information pertaining to TJ
and T2J Technology as described in Section 4.1;
b. The Assets as described in Section 6.2;
ARTICLE IX Confidentiality
Section 9.1 Confidential Information. Each Party transferring confidential
information to the other Party shall assess all information transferred under
this Amendment to determine the requirement or lack thereof for treatment as
Confidential Information by the Receiving Party. Except as provided herein, the
Receiving Party agrees to use the same care and discretion, but at least
reasonable care and discretion, to avoid disclosure, publication, or
dissemination of received ITC or received NCT Confidential Information, as the
case may be, outside of the Receiving Party as the Receiving Party employs with
similar information of its own which it does not desire to publish, disclose, or
disseminate or to permit unauthorized use by others. All Confidential
Information transferred under this Amendment shall be conspicuously marked (on
each page which is loose leafed, or on the cover of permanently bound documents)
by the Transferring Party with an appropriate and conspicuously obvious legend
such as "ITC Confidential Information ", or "NCT Confidential Information", or
any other appropriate confidentiality legend, as the case may be, such legend to
clearly indicate to a person viewing or otherwise accessing such information
that it is of a confidential nature.
Section 9.2 Non-Tangible Form. Any transfer of Confidential Information which is
made in non-tangible form (for example, orally or visually) shall be confirmed
in writing by the Transferring Party together with a written summary thereof to
the Receiving Party, with a copy to the Program Managers of both Parties, within
thirty (30) days after the date of such transfer.
Section 9.3 Period of Confidentiality. The period of confidentiality applicable
to Confidential Information transferred under the provisions of Section 9.1
shall extend throughout the period of use under the license grants in Article I
and for five (5) years thereafter in respect of all ITC Confidential Information
included in the RADcore Technology Package and for five (5) years measured from
the date of first receipt under this Amendment in respect of all other
Confidential Information.
Section 9.4 Third Party Disclosure. Disclosure to a third party of Confidential
Information disclosed by a Transferring Party to a Receiving Party under this
Amendment shall not be precluded if such disclosure is:
a. In response to a valid order of a court or other governmental body of the
United States or any political subdivision thereof; provided, however, that
the Receiving Party shall first have made a good faith effort promptly to
obtain a protective order requiring that the information and/or documents
so disclosed be used only for the purpose for which the order was issued;
or
b. Otherwise required by law.
Section 9.5 Exceptions. The obligations specified above will not apply to any
Confidential Information which is disclosed to a Receiving Party hereto, that:
a. Is already in the possession of the Receiving Party without obligation of
confidence;
b. Is independently developed by the Receiving Party;
c. Is or becomes publicly available without breach of this Amendment;
d. Is lawfully obtained by the Receiving Party from a third party or parties
without the duty of confidentiality to the third party; or
e. Is released for disclosure by the Transferring Party with its written
consent.
ARTICLE X Publicity
Neither Party shall disclose any of the terms and conditions of this Amendment
to any third party without the prior consent of the other Party. However both
Parties may disclose to third parties and publish the existence of this
Amendment and the general subject matter thereof without prior consent of or
notice to the other Party. Any additional disclosure or publication of details
of this Amendment or the relationship between the Parties under this Amendment
shall be subject to the prior written agreement to the content and form thereof
by both Parties.
ARTICLE XI Indemnification
Section 11.1 Infringement. NCT agrees that it will at its expense timely defend
any suit instituted against ITC and indemnify ITC against any award of damages
and costs made against ITC in any such suit insofar as the same is based on a
claim that ITC's use of the TJ Technology and T2J Technology in the design and
sale of integrated circuits infringes any United States Patent, Copyright, or
trade secret right provided ITC gives NCT timely notice in writing of the
institution of such suit and permits NCT through its counsel to defend the same
and provides, at the expense of NCT, all available information, assistance and
authority to so defend. If the infringement was caused by ITC's specific use of
other technology in conjunction with the T2J or TJ technology and the use of the
other technology results in an infringement, NCT is relieved of any obligations
defined in Article XI. NCT shall have control of the defense of any such suit
including appeals and of all negotiations for settlement, including the right to
effect the settlement or compromise thereof.
Section 11.2 Remedy. If use of the TJ Technology and T2J Technology by ITC is,
in any suit, held to constitute infringement and use thereof by ITC is enjoined,
NCT may at its option and expense procure for ITC the right to continue using
the TJ Technology and T2J Technology or replace or modify the TJ Technology and
T2J Technology so that it becomes non-infringing, provided, however, that the
essential attributes of the TJ Technology and T2J Technology remain the same.
Section 11.3 LIMITATION OF LIABILITY. THE FOREGOING STATES THE ENTIRE LIABILITY
OF NCT FOR INFRINGEMENT OF COPYRIGHTS, PATENTS, TRADE SECRETS, OR OTHER PROPERTY
RIGHTS.
ARTICLE XII REPRESENTATIONS AND WARRANTIES OF NCT AND ADVANCEL
NCT and Advancel jointly and severally represent and warrant to ITC as of the
date hereof as follows:
Section 12.1 Incorporation; Power and Authority; No Conflict. Each of NCT and
Advancel (a) is duly incorporated, validly existing and in good standing under
the laws of its place of incorporation; and (b) has the full power and authority
to own and operate its assets and to enter into, execute, deliver and perform
this Amendment, grant the License Rights granted herein and has obtained all
necessary approvals to enter into and perform this Amendment. The execution,
delivery and performance of this Amendment by NCT and Advancel respectively will
not violate, conflict with or result in a default under its certificate of
incorporation, bylaws or other Agreements by which it or its assets are bound.
Section 12.2 Enforceability. This Amendment is valid, binding and enforceable
against each of NCT and Advancel in accordance with its terms, subject as to
enforceability as to laws affecting bankruptcy, creditors rights and general
equitable principles.
Section 12.3 This Section Left Intentionally Blank.
Section 12.4 ITC Common Stock.
a. No Registration. NCT fully understands that the ITC common stock to be
issued hereunder (the "ITC Shares") has not been registered under the
Securities Act or under any state securities laws and that no transfer of
the Common Stock or any interest therein may be made, except pursuant to an
effective registration statement under the Securities Act and applicable
state securities laws or an exemption therefrom.
b. Investment Intent. NCT is purchasing the ITC Shares solely for its own
account and not as nominee or agent for any other person and not with a
view to, or for offer or sale in connection with, any distribution thereof
(within the meaning of the Securities Act and the rules and regulations
promulgated thereunder) that would be in violation of the federal and state
securities laws.
c. Accredited Investor. NCT is (i) an "accredited investor" as that term is
defined in Rule 501(a) promulgated under the Securities Act, (ii) has such
knowledge and experience of financial, business and investment matters as
to be capable of evaluating the merits and risks of this investment, (iii)
has the ability to bear the economic risks of this investment, and (iv) has
been afforded the opportunity to ask questions of, and to receive answers
from ITC and to obtain additional information, to the extent ITC has such
information or could have acquired it without unreasonable effort or
expense, all as necessary for NCT to make an informed investment decision
with respect to the purchase of the ITC Shares.
d. Transfer Restrictions. NCT understands and agrees that the transfer of the
ITC Shares purchased under this Amendment is subject to the conditions of
this Amendment. If NCT desires to sell or otherwise dispose of all or any
part of the ITC Shares (other than pursuant to an effective registration
statement under the Securities Act or a sale or other disposition made
pursuant to Rule 144 promulgated under the Securities Act) and if all the
other conditions in this Amendment concerning such sale or disposal are
satisfied, NCT shall deliver to ITC an opinion of counsel, reasonably
satisfactory in form and substance to ITC, that an exemption from
registration under the Securities Act is available. All certificates
representing any of the ITC Shares subject to the provisions of this
Amendment shall have been endorsed on the face thereof a legend
substantially as follows:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE
SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT WITH RESPECT TO THE SHARES OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF SAID ACT THAT IS THEN
APPLICABLE TO THE SHARES, AS TO WHICH A PRIOR OPINION OF COUNSEL
MAY BE REQUIRED BY THE ISSUER OR THE TRANSFER AGENT.
e. Registration of Securities. ITC agrees that if, at any time and from time
to time, the Board of Directors of ITC shall authorize the filing of a
registration statement under the Securities Act of 1933 ("Registration
Statement"), ITC will (i) promptly notify NCT that such Registration
Statement will be filed and that the ITC shares which are then held by NCT,
will be included in such Registration Statement at NCTs' request. The ITC
shares held by NCT will be registered on a best efforts basis, in the
Registration Statement, subject to underwriter approval, and may be
withheld by the underwriter at its sole discretion.
ARTICLE XIII REPRESENTATIONS AND WARRANTIES OF ITC
ITC represents and warrants to NCT and Advancel as of the date hereof as
follows:
Section 13.1 Incorporation; Power and Authority; No Conflict. ITC (a) is duly
incorporated, validly existing and in good standing under the laws of its place
of incorporation; and (b) has the full power and authority to own and operate
its assets and to enter into, execute, deliver and perform this Amendment and
has obtained all necessary approvals to enter into and perform this Amendment.
The execution, delivery and performance of this Amendment by ITC will not
violate, conflict with or result in a default under its certificate of
incorporation, bylaws or other Amendments by which it or its assets are bound.
Section 13.2 Enforceability. This Amendment is valid, binding and enforceable
against ITC in accordance with its terms, subject as to enforceability as to
laws affecting bankruptcy, creditors rights and general equitable principles.
Section 13.3 ITC Shares. When issued against the consideration contemplated
hereby, each share of ITC common stock to be issued hereunder will be duly
authorized, validly issued, fully paid and non-assessable.
ARTICLE XIV MISCELLANEOUS
Section 14.1 Successors and Assigns. Except as otherwise provided herein, all of
the terms and provisions of this Amendment shall be binding upon, shall inure to
the benefit of and shall be enforceable by the respective successors and assigns
of the parties hereto. Except as otherwise specifically authorized herein, no
party to this Amendment may assign any of its rights under this Amendment to any
third party without the express prior written consent of the other parties
hereto which consent will not be unreasonably withheld.
Section 14.2 Entire Agreement. This Amendment constitutes the entire
understanding and agreement between the parties hereto and replaces all prior
Agreements, including the Agreement dated May 8, 2000, with respect to the
subject matter hereof. This Agreement cannot be modified or amended except by an
agreement in writing executed by both parties hereto.
Section 14.3 Export License. Each Party agrees that it will not in any form
export, re-export, resell, ship, or divert or cause to be exported, re-exported,
resold, shipped or diverted, directly or indirectly, any product or technical
data or software furnished hereunder, or the direct product of such technical
data or software to or which the United States Government or any agency thereof
at the time of export or re-export requires an export license or other
governmental approval without first obtaining such license or approval.
Section 14.4 Contingency. Anything contained in the Amendment to the contrary
notwithstanding, the performance of the obligations of the Parties hereto shall
be subject to all laws, both present and future, of any government having
jurisdiction over the Parties hereto, and to orders, regulations, directions, or
requests of any such government, or any department, agency, or corporation
thereof, and to any contingencies resulting from war, acts of public enemies,
strikes or other labor disturbances, fires, floods, acts of God, or any causes
of like or different kind beyond the control of the Parties, and the Parties
hereto shall be excused from any failure to perform or any delay in the
performance of any obligation hereunder to the extent such failure or delay is
caused by any such law, order, regulation, direction, request, or contingency.
Section 14.5 No Joint Venture, Agent. Nothing contained herein, or done in
pursuance of this Amendment, shall constitute the Parties as entering upon a
joint venture or shall constitute either Party hereto the agent for the other
Party for any purpose or in any sense whatsoever.
Section 14.6 APPLICABLE LAW. THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN THE
INTERPRETATION, VALIDITY AND PERFORMANCE OF THE TERMS OF THIS AMENDMENT,
REGARDLESS OF THE LAW THAT MIGHT BE APPLIED UNDER PRINCIPLES OF CONFLICTS OF
LAW.
Section 14.7 Notice. Any notices required or permitted hereunder shall be given
to the appropriate party at the address provided below or at such other address
as the party shall specify in writing. Such notice shall be deemed given upon
personal delivery; if sent by telephone facsimile, upon confirmation of receipt;
or if sent by certified or registered mail, postage prepaid, three days after
the date of mailing. Notice hereunder shall be deemed to have been sufficiently
given when delivered in writing by certified mail return receipt requested by
either Party to the other and directed to: If to NCT: If to INFINITE TECHNOLOGY:
NCT Group, Inc. Infinite Technology Corporation
20 Ketchum Street 1778 North Plano Road
Westport, CT 06880 Suite 310
Attn: President Richardson, TX 75081-1958
Attn: President
Section 14.8 Change of Address. Either Party may change its address for the
purposes of this section by a notice given to the other Party in the manner set
forth above.
Section 14.9 Integration. This Amendment and any documents or Amendments to be
executed and delivered pursuant hereto, contain the entire understanding of the
parties with respect to the subject matter hereof.
Section 14.10 Descriptive Headings. The headings in this Amendment are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein.
Section 14.11 Waivers. No waiver of any term, provision or condition of this
Amendment, in any one or more instances, shall be deemed to be or construed as a
further waiver of any such term, provision or condition or as a waiver of any
other term, provision or condition.
Section 14.12 Severability. If any provision herein, or the application thereof
to any circumstance, is found to be unenforceable, invalid or illegal, such
provision shall be deemed deleted from this Amendment or not applicable to such
circumstance, as the case may be, and the remainder of this Amendment shall not
be affected or impaired thereby.
Section 14.13 Counterparts. This Amendment may be executed in counterparts, each
of which shall be deemed an original, but all of which shall constitute one and
the same instrument.
Section 14.14 Disputes. The Parties agree that any disputes which arise out of
or are based upon this Amendment shall be subject to the following procedures:
a. before proceeding under Section 14.14, executive level managers of both
Parties will meet promptly and together review a presentation by each Party
concerning the matter in dispute. Only if the executive level managers are
unable to resolve the dispute within thirty (30) days of the meeting shall
either Party be free to institute a claim or action.
b. if proceedings under Section 14.14 a. fail to revolve a dispute, the
Parties agree to submit such dispute to mediation before any legal or
administrative process may be initiated by either Party, except disputes
relating to intellectual property that by their nature require immediate or
extraordinary relief. There shall be a forty-five (45) day time limit on
this mediation process, beginning from the initial request for mediation,
after which legal remedies may be initiated by either Party. The Parties
agree to cooperate in good faith in the selection of an independent third
party mediator, and to share equally the costs of the mediator's services.
Each Party shall bear their own legal expenses associated with the
mediation process.
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IN WITNESSETH WHEREOF, the parties have executed and delivered this
Amendment with legal and binding effect as of the date first above written.
NCT GROUP INCORPORATED INFINITE TECHNOLOGY CORPORATION
By: /s/ MICHAEL J. PARRELLA By: /s/ TIMOTHY SMITH
Name: Michael J. Parrella Name: Timothy Smith
Title: Chairman & C.E.O. Title: C.E.O.
ADVANCEL LOGIC Corporation
By: /s/ CY E. HAMMOND
Name: Cy E. Hammond
Title: C.F.O.