Stephen D. Podd - Page 20

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          if it sold at least 5,000 Amoco liners in fiscal year 1993.  The            
          agreement further provided:                                                 
                    Podd hereby grants to Powertex, for the full term of              
               this Agreement and any extension thereof, the sole and                 
               exclusive right and license to manufacture, market and                 
               sell AMOCO STYLE units and any and all other devices,                  
               methods and processes covered by the patents and patent                
               applications listed in the attached Exhibit A.  Said right             
               and license shall be world-wide in scope and shall include             
               the right to use and enjoy said patent rights and permit               
               others to use and enjoy said patent rights, including the              
               marketing and sale of AMOCO STYLE units for uses outside               
               of the ocean container industry.                                       
               Under the agreement, the Podds also granted a license to               
          Powertex for the exclusive worldwide right to use the trademark             
          "POWERLINER" in connection with products covered by the licensed            
          patents without an additional royalty.                                      
               Powertex also agreed to assume financial responsibility to the         
          extent of $50,000 per year, commencing on June 1, 1988, for costs           
          incurred by the Podds or Powertex in defending and litigating patent        
          infringement claims.  The agreement provided that it would be               
          construed and governed by New York Law.  The agreement failed to            
          identify the patents covered.  The only reference to specific               
          patents was contained in the following clause:                              
                    (c)  Powertex may terminate this Agreement as of the              
               tenth day following the sending of a notice of such                    
               termination to Podd if any court of competent jurisdiction             
               of last resort shall render a final adjudication holding               
               that the AMOCO STYLE United Stated [sic] Patents (numbers              
               4,799,607 and 4,884,722) are invalid.                                  

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