Exhibit 10.18
June 4, 2003
United States Recycling, Ltd.
P.O. Box 267145
Weston, FL 3326
Dear Elan:
This letter will confirm our understanding regarding the modifications
of the existing Agreement dated February 20, 2003 between Titan Technologies,
Incorporated ("Titan") and United States Recycling, LLC (`United") (the
"Agreement") and the License Agreement dated February 20, 2003 between Titan
Technologies, Incorporated and United States Recycling, LLC (the "License
Agreement") based upon Titan's redesign of its proposed Bay City, Texas plant
based upon the latest optimization tests performed by Titan and as confirmed by
Joseph G. Munisteri, P.E..
1. United Recycling , LLC has determined that it wishes to modify its
plans for construction of the Bay City, Texas plant ("Plant") from one
processing train to two processing trains with a total production capacity rated
to process up to Three Hundred (300) Tons of shredded tires per day.
2. Accordingly the parties agree to modify the Agreement and License
Agreement by deleting the existing Article I.B. of the Agreement and Article V.
License Fee and Production Royalty Payments of the License Agreement in their
entirety and replacing them with the following provisions:
The licensing fee for the two trains at the Plant will be $2,000,000,
payable as follows:
(i) The parties acknowledge payment of $10,000.00 by United.
(ii) United will pay $330,000 to Titan upon completion and
funding of United's financing for the Bay City, Texas Plant("Plant").
(iii) United will pay $330,000 to Titan upon commencement of
construction of the Plant.
(iv) United will pay $330,000 to Titan upon start-up and
commissioning of the Plant.
(v) The remaining $1,000,000 will be payable by United
Recycling to Titan out of production royalties as stated below.
Production Royalties: Production royalties shall commence
beginning the month after start-up and commissioning of the Plant.
(i) United Recycling and Titan will independently monitor and
confirm the total tonnage of shredded tires processed each day of
operation of the Plant.
(ii) The production royalty per ton for shredded tires
processed in the Plant prior to the time United Recycling has paid in
full the second $1,000,000 of the licensing fee will be as follows:
(a) For up to an average daily tonnage of shredded
tires processed of 150 tons per day, the production royalty
will be $4.00 per ton.
(b) For average daily tonnages in excess of 150 tons
per day, the production royalty will be $8.00 per ton.
(iii) The production royalty per ton for shredded tires
processed in the Plant after United has paid in full the second
$1,000,000 licensing fee will be $4.00 per ton.
In addition we agree to add language to Article I.D.
of the Agreement to cap the total costs for the two Titan
technical personnel at $200,000.
If you agree that the above letter expresses our
understanding, please confirm by your signature in the space
provided below.
Sincerely,
Ron Wilder,
President
On behalf of United States Recycling, Ltd., I, Elan
Sassoon confirm that the letter above expresses the agreement
by United States Recycling, Ltd. and Titan to amend the
existing Agreement and License Agreement dated February 20,
2003 between Titan Technologies, Incorporated and United
States Recycling, LLC.
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Elan Sassoon, President