EXH10-19
Purchase agreement
between
Sico Jena GmbH Quarzschmelze,
Goschwitzer Str. 20, 07745 Jena
represented by its President,
Mr. Walter Nadrag
- on the one hand -
and
FiberCore Jena GmbH,
represented by Mohd Aslami,
President of FiberCore, Inc.
Goschwitzer Str. 20, 07745 Jena
- on the one hand -
WHEREFORE Sico Jena GmbH ("Sico") declares that it holds unrestricted ownership
rights in the equipment and other assets described in this contract. This
production equipment is not subject to any pledges, liens, collateral rights or
any other similar encumbrances whatsoever.
1. THEREFORE, Sico agrees to sell and to transfer to FiberCore the production
equipment specified in the Schedule hereto at a price of
DM 3,775,200
(three million seven hundred seventy five thousand
and two hundred German marks) plus 15% VAT.
The purchase price shall be paid as follows:
1) DM 3,775,200 paid in 24 equal quarterly installments of DM 157,300 plus 15%
VAT (if applicable) of DM 23,595. The first payment is due on October 31, 1995
if FiberCore Jena GmbH or FiberCore, Inc. USA closes on its current financing:
If financing did not close by October, then two payments shall be made by
December 31, 1995.
2. Regardless of the payment of the purchase price, the Purchaser agrees to
assume the following obligations:
a) The Purchaser undertakes to retain the equipment specified in the Schedule
hereto in the Jena factory until year 2001 at the earliest.
Any infringement of this obligation shall cause this Purchase agreement to be
rescinded with the result that the ownership rights in the equipment purchased
shall revert to the seller.
b) The provisions contained in 2 a) above shall not apply to new installations
fitted by the Purchaser or the seller in the factory. The Purchaser shall be
entitled to remove equipment specified in the schedule provided that it is
returned or replaced by equivalent equipment within a reasonable period of time.
3. If Sico fails to comply with any of its obligations under its Contract with
the State of Thuringia or Treuhandanstalt, FiberCore Jena GmbH shall have an
option to assume Sico's contractual obligations against the State of Thuringia
and/or THA.
4. Furthermore, the parties agree that FiberCore Jena GmbH shall be entitled to
use all brand names as well as patents and expertise developed or owned by Sico
(with respect to optical fibers). If any of these rights are used, a fee plus
expense, the amount of which shall be subject to a separate agreement, shall be
payable to Sico Jena GmbH. These fees are payable to the authors of patents and
filing fees for maintaining the validity of patents. It is estimated that
approximate payment under this obligation would be DM 38,000 per year. This
amount may go up or down based on actual production subject to the appropriate
patents.
5. Sico Jena GmbH shall transfer to the Purchaser all staff already employed at
FiberCore Jena GmbH as soon as possible but not later than 30 days after the
signing of this agreement. All rights and obligations under existing contracts
of employment with Sico Jena GmbH shall be transferred to the Purchaser.
Responsibility for lump-sum settlements due such persons being transferred or
leaving the company shall be assumed by the Purchaser, provided however, that
the Purchaser has the right not to transfer any individual who wishes not to be
transferred, in which case FiberCore shall have the right to replace such
person.
Signed in Jena on this 19th day of August 1995.
Sico Jena GmbH Quarzschmelze ___________________________
Walter Nadrag Mohd Aslami
President FiberCore Jena GmbH
____________________________ President of FiberCore, Inc.
PURCHASE AGREEMENT
Subject to the Purchase Agreement of August 19, 1995, Mr. Walter Nadrag agrees
to return all the shares of FiberCore, Inc. USA common stock that was
transferred to Mr. Walter Nadrag or Sico toward the purchase of Sico's assets at
the same time or immediately after the first two quarterly installments of DM
157,300 are made. FiberCore, Inc. USA is hereby authorized by Mr. Walter Nadrag
to cancel the shares after payment of the first two installments.
In addition, if FiberCore was able to prepay the balance of the purchase price
prior to the end of the installment period, then the equipment will no longer be
used as security for the payments.
Signed: ______________________
Walter Nadrag
Date: August 19, 1995