RENEWAL FUELS, INC. - SB-2 - 19990709 - CERTIFICATE_OF_INCORPORATION
CERTIFICATE OF INCORPORATION
OF
TECH LABORATORIES, INC.
THIS IS TO CERTIFY, that we, the undersigned, do hereby associate ourselves
into a corporation, under and by virtue of Title 14 of the Revised Statutes, and
do severally agree to take the number of shares of capital stock set opposite
our respective names.
1. The name of the corporation is TECH LABORATORIES, INC.
2. The location of the principal office in this State is at No. 357 Central
Avenue, in the City of Jersey City, County of Hudson.
3. The name of the agent therein and in charge thereof, upon whom process
against this corporation may be served, is Magnus Bjorndal.
4. The objects for which this corporation is formed are:
To design, develop and manufacture electrical, mechanical, electronic and
scientific instruments and products; to design, develop and manufacture
electronic controls, including attenuators, potentiometers, tap switches,
precision resistance instruments, electronic bridges, measuring instruments and
electronic control equipment; to carry on the business of engineers and
manufacturers of the above described products and such other products as this
company may hereafter elect to manufacture; to give engineering advice and
assistance; to import and export and deal in any such products and to do any and
all other acts and things and to exercise any and all other powers which a
copartnership or natural person could do and exercise and which now or hereafter
may be authorized by law;
to conduct its business in all its branches, have one or more offices and
unlimitedly to hold, purchase, mortgage, lease, let and convey real and personal
property in any State, Territory or Colony of the United States and in any
foreign country or place;
to apply for, acquire, hold, sell, assign, lease, mortgage, or otherwise
dispose of patent rights, licenses, privileges, inventions, trade-marks,
trade-names and pending applications therefor, relating to or useful in
connection with any business of the corporation;
to acquire the good will, business, property and assets, and to assume or
undertake the whole or any part of the liabilities of any person, firm,
association or corporation, and to pay for the same in cash, stock, bonds,
debentures or other securities of this corporation, or otherwise, as the
directors may determine;
the corporation may use its surplus earnings or accumulated profits in the
purchase or acquisition of its own capital stock from time to time as its board
if persons may determine;
the corporation may use its surplus earnings or accumulated profits in the
purchase or acquisition of its own capital stock from time to time as its board
of directors shall determine, and such capital stock so purchased may, if the
directors so determine, be held in the treasury of the company as treasury stock
to be thereafter disposed of in such manner as the directors shall deem proper;
to borrow money, to make and issue promissory notes, bills of exchange,
bonds, debentures and obligations and evidences of indebtedness of all kinds,
whether secured by mortgage, pledge or otherwise, without limit as to amount,
and to secure the same by mortgage, pledge or otherwise;
to do all and everything necessary, suitable, convenient or proper for the
accomplishment of any of the purposes, or the attainment of any one or more of
the objects herein, or incidental to the powers herein named, or which shall at
any time appear conducive or expedient for the protection or benefit of the
corporation, either as holders of or interested in, any property or otherwise;
with all the powers now or hereafter conferred by the laws of New Jersey upon
corporations under the act hereinafter referred to.
5. The total authorized capital stock of this corporation is two thousand
(2,000) shares of common stock, without nominal or par value.
All or any part of said shares of common stock, without nominal or par
value, may be issued by the corporation from time to time and for such
consideration as may be determined upon and fixed by the Board of Directors, as
provided by law.
6. The names and post-office addresses of the incorporators and the number
of shares subscribed for by each, the aggregate of which (One thousand (1,000)
shares) is the amount of capital stock with which this company will commence
business, are as follows:
NAME POST-OFFICE ADDRESS NUMBER OF SHARES
---- ------------------- ----------------
Magnus Bjorndal 67 Kingswood Road, 520
Weehawken, NJ
Ruth K. Bjorndal 67 Kingswood Road 430
Weehawken, NJ
Erling Bjorndal 67 Kingswood Road, 50
Weehawken, NJ
7. The period of existence of this corporation is unlimited.
IN WITNESS WHEREOF, we have hereunto set our hands and seals, the 30 day of
January, A.D. One thousand nine hundred and forty-seven (1947).
Signed, sealed and delivered /s/ Magnus Bjorndal (L.S.)
in the presence of ---------------------------------------
Magnus Bjorndal
/s/ Ruth K. Bjorndal (L.S.)
---------------------------------------
Ruth K. Bjorndal
/s/ E.W.A. Schumann /s/ Erling Bjorndal (L.S.)
---------------------------- ---------------------------------------
E.W.A. Schumann Erling Bjorndal
STATE OF NEW JERSEY )
SS:
COUNTY OF HUDSON )
BE IT REMEMBERED, That on this 30th day of January, 1947, before me, the
subscriber, E.W.A. SCHUMANN, A Master in Chancery of New Jersey, personally
appeared MAGNUS BJORNDAL, RUTH K. BJORNDAL and ERLING BJORNDAL, who I am
satisfied are the persons named in and who executed the foregoing certificate,
and I having first made known to them the contents thereof, they did acknowledge
that they signed, sealed and delivered the same as their voluntary acts and
deeds, for the uses and purposes therein expressed.
/s/ E.W.A. Schumann
---------------------------------------
E.W.A. Schumann
A Master in Chancery
of New Jersey
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TECH LABORATORIES, INC.
The location of the principal office in this state is at Bergen and Edsall
Boulevards in the Borough of Palisades Park, County of Bergen and State of New
Jersey. 07650.
The name of the agent therein and in charge thereof upon whom process
against this corporation may be served is, MAGNUS BJORNDAL.
RESOLUTION OF DIRECTORS
The Board of Directors of the Tech Laboratories, Inc., a corporation of the
State of New Jersey, on this 28th day of May 1968, do hereby resolve and declare
that it is advisable and in the best interests of this corporation to amend
Article FOURTH of the Certificate of Incorporation to read as follows:
ARTICLE FOURTH: The objects for which this corporation is formed are;
To design, develop and manufacture electrical, mechanical, electronic and
scientific instruments and products, to design, develop and manufacture
electronic controls, including attenuators, potentiometers, tap switches,
precision resistance instruments, electronic bridges, measuring instruments and
electronic control equipment; to carry on the business of engineers and
manufacturers of the above described products and such other products as this
company may hereafter elect to manufacture; to give engineering advice and
assistance; to import and export and deal in any such products and to do any and
all other acts and things and to exercise any and all other powers which a
copartnership or natural person could do and exercise and which now or hereafter
may be authorized by law;
To conduct its business in all its branches, have one or more offices and
unlimitedly to hold, purchase, mortgage, lease, let and convey real and personal
property in any State, Territory, or possession of the United States and in any
foreign country or place;
To apply for, acquire, hold, sell, assign, lease, mortgage, or otherwise
dispose of patent rights, licenses, privileges, inventions, trade-marks,
trade-names and pending applications therefor, relating to or useful in
connection with any business of the corporation, in the State of New Jersey, in
any and all States of the United States of America, in the District of Columbia,
in any and all territories, dependencies or possessions of the United States of
America, and in foreign countries;
To acquire the good will, business, property and assets, and to assume or
undertake the whole or any part of the liabilities of any person, firm,
association or corporation, in the State of New Jersey, in any and all States of
the United States of America, in the District of Columbia, in any and all
territories, dependencies or possessions of the United States of America, and in
foreign countries, and to operate the said firms, associations or corporations
in the same manner and with the same powers as said firm, association or
corporation had been invested with, prior to such acquisition, and to pay for
the same in cash, stock, bonds, debentures or other securities of this
corporation, or otherwise, as the directors may determine;
The corporation may use its surplus earnings or accumulated profits in the
purchase or acquisition of its own capital stock from time to time as its board
of directors shall determine and such capital stock so purchased may, if the
directors so determine, be held in the treasury of the company as treasury stock
to be thereafter disposed of in such manner as the directors shall deem proper;
To Borrow money, for its own use or for the use of any of its subsidiaries,
to make and issue promissory notes, bills of exchange, bonds, debentures and
obligations and evidences of indebtedness of all kinds, whether secured by
mortgage, pledge or otherwise, without limit as to amount, and to secure the
same by mortgage, pledge or otherwise;
To do all and everything necessary, suitable, convenient or proper for the
accomplishment of any of the purposes, or the attainment of any one or more of
the objects herein enumerated, or incidental to the powers herein named or which
shall at any time appear conducive or expedient for the protection or benefit of
the corporation, either as holders of or interested in, any property or
otherwise; with all the powers now or hereafter conferred by the laws of New
Jersey upon corporations under the act hereinabove referred to;
To apply for, register, obtain, purchase, lease, take licenses in respect
of or otherwise acquire, and to hold, own, use, operate, develop, enjoy, turn to
account, grant licenses and immunities in respect of, manufacture under and to
introduce sell, assign, mortgage, pledge or otherwise dispose of, and, in any
manner deal with and contract, in the State of New Jersey, in any and all States
of the United States of America, in the District of Columbia, in any and all
territories, dependencies or possessions of the United States of America, and in
foreign countries with reference to:
(a) inventions, devices, formulae, processes, and any improvements and
modifications thereof:
(b) letters patent, patent rights, patented processes, copyrights, designs
and similar rights, trade-marks, trade symbols and other indications of origin
and ownership granted by or recognized under the laws of the United States of
America or of any state or subdivision thereof, or of any foreign country or
subdivision thereof, and all rights connected therewith or appertaining
thereunto;
(c) franchises, licenses, grants and concessions.
To create optional rights to purchase or subscribe or both to stock of this
corporation, on such terms, at such price, in such manner and at such time or
times as shall be determined by a Resolution adopted by the Board of Directors
of this corporation and to issue such Warrants or other evidence of such rights.
And the said Board of Directors of Tech Laboratories, Inc. do also hereby
resolve and declare that it is advisable that the present authorized capital
stock of $50,000.00 divided into 500,000 shares of
the par value of 10(cents) each be changed to provide that the capital stock
shall be $50,000.00, divided into 1,000,000 shares of the par value of 5(cents)
each, all of which shall be common stock, and for that purpose to amend Article
Fifth of the Certificate of Incorporation to read as follows:
ARTICLE FIFTH: The total authorized capital stock of this corporation is
1,000,000 shares of a par value of 5(cents) each, all of which shall be common
stock.
No stockholder shall, because of his ownership of stock, have a preemptive
right to purchase, subscribe for, or take any part of any stock or any part of
the notes, debentures, bonds, or other securities convertible into or carrying
options or warrants to purchase stock, issued, optioned or sold by the
corporation.
Any part of the capital stock and any part of the notes, debentures, bonds
or other securities convertible into or carrying options of warrants to purchase
stock authorized by any amended certificate duly filed, may at any time be
issued, supplemented for sale, sold, or disposed of by the corporation pursuant
to the resolution of its Board of Directors to such persons and upon such terms
as may, to such board, seem proper, without first offering such stock or
securities or any part thereof to existing stockholders.
And do hereby call a meeting of the Stockholders of Tech Laboratories, Inc.
to be held at the Hotel Biltmore, Madison Avenue and 43rd Street, New York City,
N.Y., on the 25th day of June 1968 at 2:00 o'clock P.M. to act upon the above
Resolution.
CERTIFICATE OF CHANGE
Tech Laboratories, Inc., a corporation of New Jersey, does hereby certify
that it has, at a special meeting of the stockholders, duly called in accordance
with the By-Laws of this corporation and upon due notice to all stockholders,
such special meeting having been held at the Hotel Biltmore, Madison Avenue and
43rd Street, New York City, N.Y. in accordance with said notice on the 25th day
of June, 1968 at 2:00 o'clock P.M., approved the amendment of Article Fourth and
Article Fifth of the Certificate of Incorporation of this corporation in
accordance with the foregoing Certificate, said amendments having been declared
by Resolution of the Board of Directors of said corporation (above recited) to
be advisable, and having been duly and regularly assented to by the vote of
two-thirds in interest of the stockholders having voting powers at the said
special meeting duly called by the Board of Directors for that purpose.
IN WITNESS WHEREOF, said corporation has made this Certificate under its
seal and the hands of its President and Secretary this 17th day of July, 1968.
/s/ Magnus Bjorndal
---------------------------------------
MAGNUS BJORNDAL, PRESIDENT
/s/ Sven Bromander
---------------------------------------
SVEN BROMANDER, SECRETARY
ATTEST:
/s/ Sven Bromander
--------------------------
SVEN BROMANDER, SECRETARY
STATE OF NEW JERSEY )
) ss.
COUNTY OF BERGEN )
BE IT REMEMBERED that on this 17th day of July, 1968, before me, the
subscriber, a Notary Public of New Jersey, personally appeared SVEN BROMANDER,
Secretary of Tech Laboratories, Inc., the corporation named in and which
executed the foregoing Certificate, who, being by me duly sworn, according to
law, does depose and say and make proof to my satisfaction that he is the
Secretary of said corporation; that the seal affixed to said corporation
certificate is the corporate seal of said corporation, the same being well known
to him; that it was affixed by order of said corporation; that MAGNUS BJORNDAL
is president of said corporation, that he saw said MAGNUS BJORNDAL as such and
deliver said certificate, and heard him declare that he signed, sealed and
delivered said certificate as the voluntary act and deed of said corporation, by
its order and by authority of its Board of Directors and by the vote, either in
person or by proxy, duly constituted and thereunto duly authorized, of more than
two-thirds in interest of each class of said stock-holders having voting powers,
for the uses and purposes therein expressed; that the said SVEN BROMANDER signed
his name thereto at the same time as subscribing witness.
/s/ Sven Bomander
---------------------------------------
SVEN BOMANDER
Subscribed and Sworn to
before me the day and year
first above written.
s/Catherine Lauer
-----------------------------------
Notary Public of New Jersey
My Commission Expires Jan. 2, 1972
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TECH LABORATORIES, INC.
The location of the principal office in this state is at 500 Tenth Street
in Borough of Palisades Park, County of Bergen and State of New Jersey 07650.
The Registered Agent therein and in charge thereof upon whom process
against this corporation may be served is BERNARD M. CIONGOLI.
RESOLUTION OF DIRECTORS
The Board of Directors of Tech Laboratories, Inc., a corporation of the
State of New Jersey, on this 17th day of March, 1993, do hereby resolve and
declare that it is advisable and in the best interests of this corporation to
amend Article Fifth of the Certificate of Incorporation of this corporation to
increase the present authorized capital stock of 1,000,000 shares of the par
value of $.05 each to provide that the capital stock of this corporation shall
be 5,000,000 shares of the par value of $.01 each, all of which will be common
stock and for that purpose to amend Article Fifth of the Certificate of
Incorporation to read as follows:
ARTICLE FIFTH:
The total authorized capital stock of this corporation is 5,000,000 shares
of a par value of $.01 each, all of which shall be common stock.
No shareholder shall, because of his ownership of stock, have a preemptive
right to purchase, subscribe for or take any part of any stock or any part of
the notes, debentures, bonds, or other securities convertible into or carrying
options or warrants to purchase stock, issued, optioned or sold by the
corporation.
Any part of the capital stock and any part of the notes, debentures, bonds
or other securities convertible into or carrying options or warrants to purchase
stock authorized by any amended certificate duly filed, may at any time be
issued optioned for sale, sold or disposed of by the corporation pursuant to the
Resolution of its Board of Directors to such persons and upon such terms as may,
to such Board, seem proper, without first offering such stock or securities or
any part thereof to existing shareholders.
And the said Board of Directors does hereby call a meeting of the
shareholders of Tech Laboratories, Inc. to be held at the corporate offices, 500
Tenth Street, Palisades Park, New Jersey 07650 on the 29th day of April, 1993 at
2:30 o'clock P.M. to act upon the above Resolution.
CERTIFICATE OF CHANGE
Tech Laboratories, Inc., a corporation of New Jersey, does hereby certify
that at an annual meeting of the Shareholders, duly called in accordance with
the Bylaws of this corporation and upon due notice to all shareholders, such
annual meeting having been held at the corporate offices, 500 Tenth Street,
Palisades Park, New Jersey in accordance with said notice on the 29th day of
April, 1993 at 2:30 o'clock P.M., approved the amendment of Article Fifth of the
Certificate of Incorporation of this corporation in accordance with the
foregoing Certificate, said amendment having been declared by Resolution (above
recited) to be advisable, and having been duly and regularly assented to by the
vote of more than two-thirds in interest of the shareholders having voting
powers at the said annual meeting duly called by the Board of Directors for that
purpose; the total number of shares issued and outstanding and authorized to
vote at said annual meeting was 923,184 shares of Common Stock. The vote on the
Amendment was 639,754 in favor of the Amendment and 26,673 opposed to the
Amendment. The affirmative votes constituted more than two-thirds in interest of
the shareholders having voting powers at the said annual meeting.
IN WITNESS WHEREOF, said corporation has made this Certificate under its
seal and the hands of its President and Secretary this 4th day of August, 1993.
ATTEST: TECH LABORATORIES, INC.
/s/ Thomas M. Venino /s/ Bernard M. Ciongoli
--------------------------- ----------------------------------
Thomas M. Venino, Secretary Bernard M. Ciongoli, President
STATE OF NEW JERSEY )
) SS.:
COUNTY OF BERGEN )
BE IT REMEMBERED that on this 4th day of August 1993, before me, the
subscriber personally appeared, Thomas M. Venino, Secretary of Tech
Laboratories, Inc., the corporation named in and which executed the foregoing
Certificate, who, being by me duly sworn, according to law, does depose and say
and make proof to my satisfaction that he is the Secretary of said corporation;
that the seal affixed to said corporate certificate is the corporate seal of
said corporation, the name being well known to him; that it was affixed by order
of said corporation; that Bernard M. Ciongoli is President of said corporation
that he saw said Bernard M. Ciongoli as such execute and deliver said
certificate, and heard him declare that he signed, sealed and delivered said
certificate as the voluntary act and deed of said corporation, by its order and
by authority of its Board of Directors and by the vote, either in person or by
proxy, duly constituted and thereunto duly authorized, of more than two-thirds
in interest of each class of said shareholders having voting powers, for the
uses and purposes therein expressed; that the said Thomas M. Venino signed his
name thereto at the same time as subscribing witness.
/s/ Thomas M. Venino
----------------------------------
THOMAS M. VENINO
Subscribed and Sworn to
before me the day and
year first above written.
/s/ Elizabeth Ventura
------------------------------
ELIZABETH VENTURA
A NOTARY PUBLIC OF NEW JERSEY
Exhibit 3.2
BYLAWS
of
TECH LABORATORIES, INC.
ARTICLE I
OFFICES
The Company shall maintain a principal office in the State of New Jersey as
required by law. The Company may also have offices in such other places either
within or without the State of New Jersey as the Board of Directors may from
time designate or as the business of the Company may require.
ARTICLE II
SEAL
The seal of the Company shall be circular in form and shall have the name
of the Company on the circumference and the words and numerals "Corporate Seal
1947 New Jersey" in the center.
ARTICLE III
MEETINGS OF STOCKHOLDERS
1. PLACE - Meetings of the stockholders of the Company shall be held at
such place either within or without the State of New Jersey as may from time to
time be designated by the Board of Directors and stated in notice of meeting.
2. ANNUAL MEETING - Commencing in 1977, an annual meeting of the
stockholders of the Company shall be held in each year on the second Thursday in
April (or if that be a legal holiday, then on the next business day) between the
hours of 9 a.m. and 4 p.m. for the election of directors and for the election of
directors and for the transaction of such other business as may be brought
before the meeting.
At such annual meeting, if a majority of the stock shall not be
represented, the stockholders present shall have the power to adjourn to a day
certain, and notice of the meeting of the adjourned day shall be given by
depositing the same in the post office, addressed to each stockholder, at least
five days before such adjourned meeting, exclusive of the day of mailing, but if
a majority of the stock be present in person or by proxy they shall have power
from time to time to adjourn the annual meeting to any subsequent day or days,
and no notice of adjourned meeting need be given.
3. SPECIAL MEETINGS - Special meetings of the stockholders may be called on
the order of the President or of a majority of the Board of Directors.
4. NOTICE - Written notice of all meetings of the stockholders shall be
mailed to or delivered to each stockholder at least ten days and not more than
60 days prior to the meeting. Notice of any special meeting shall state in
general terms the purposes for which the meeting is to be held.
5. QUORUM - The holders of a majority of the issued and outstanding shares
of the capital stock of the Company entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum for the transaction of
business at all meetings of the stockholders except as may otherwise be provided
by law, by the Certificate of Incorporation or by these ByLaws.
6. VOTING - At all meetings of the stockholders, every registered owner of
shares entitled to vote may vote in person or by proxy and shall have one vote
for each such share standing in his name on the books of the Company.
7. CHAIRMAN OF MEETING - The President, or, in his absence, a Vice
President shall preside at all meetings of the stockholders; and, in the absence
of the President and Vice President, the Board of Directors may appoint any
stockholder to act as chairman of the meeting.
8. SECRETARY OF MEETING - The Secretary of the Company shall act as
secretary of all meetings of the stockholders; and, in his absence, the chairman
may appoint any person to act as secretary of the meeting.
ARTICLE IV
BOARD OF DIRECTORS
1. MANAGEMENT OF COMPANY - The property, business, and affairs of the
Company shall be managed and controlled by its Board of Directors.
2. COMPOSITION OF BOARD - The Board of Directors shall consist of 7
members. At the first annual meeting of the stockholders following adoption of
these By-Laws, 2 directors shall be elected to serve until the annual meeting of
stockholders held in the year following their election; 2 directors shall be
elected to serve until the annual meeting of stockholders held two years
following their election and 3 directors shall be elected to serve until the
annual meeting of stockholders held three years following their election;
provided, however, that in each case directors shall continue to serve until
their successors shall be elected and shall qualify. At the expiration of the
initial term of office of each respective director, his successor shall be
elected to serve until the annual meeting of stockholders held three years next
following. the number of directors may be increased or decreased by amendment of
this provision of the By-Laws.
3. Vacancy - Whenever any vacancy shall occur in the Board of Directors, by
reason of death, resignation, or increase in the number of directors or
otherwise, it may be filled by a majority of the remaining directors, though
less than a quorum, for the balance of the term except that, in the case of an
increase in the number of directors, such vacancy may be filled only until the
next annual meeting of stockholders, at which time the vacancy shall be filled
by vote of the stockholders.
4. MAINTENANCE OF BONDS OUTSIDE STATE - The Board of Directors may hold
meetings and keep the books of the Company outside the State of New Jersey
except that a duplicate stock ledger shall be maintained at the principal office
of the Company in the State of New Jersey.
5. ANNUAL MEETING - The annual meeting of the Board of Directors, of which
no notice shall be necessary, shall be held immediately following the annual
meeting of the stockholders or immediately following any adjournment thereof for
the purpose of the organization of the Board and the
election or appointment of officers for the ensuing year and for the transaction
of such other business as may conveniently and properly be brought before such
meeting.
6. Quorum - A majority of the directors in office shall constitute a quorum
for the transaction of all business of the company.
7. SPECIAL MEETING - Special meeting of the Board of Directors may be
called by order of the Chairman of the Board, the President, or by one-third of
the directors for the time being in office. The Secretary shall give notice of
the time, place, and purpose or purposes of each special meeting by mailing the
same at least two days before the meeting or by telephoning or telegraphing the
same at least one day before the meeting to each director.
8. CONDUCT OF MEETINGS - At meetings of the Board of Directors, the
Chairman of the Board, the President, or a designated Vice President shall
preside. At any meeting at which every director shall be present, even though
without any notice, any business may be transacted.
9. COMPENSATION - The directors shall receive such compensation for their
services as directors and as members of any committee appointed by the Board as
may be prescribed by the Board of Directors and shall be reimbursed by the
Company for ordinary and reasonable expenses incurred in the performance of
their duties.
10. MANIFESTATION OF DISSENT - A director of the Company who is present at
a meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such descent by
registered mail to the Secretary of the Company immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
ARTICLE V
OFFICERS
1. ELECTION - The Board of Directors may elect from its own number a
Chairman of the Board and shall elect a President from its own number and such
Vice Presidents (who may or may not be directors) as in the opinion of the Board
the business of the Company requires, a Treasurer, a Secretary, and a General
Counsel; and it shall elect or appoint from time to time such other or
additional officers as in its opinion are desirable for the conduct of the
business of the Company.
2. REMOVAL - Any officer or agent shall be subject to removal at any time
by the affirmative vote of a majority of the whole Board of Directors. Any
officer, agent, or employee, other than officers appointed by the Board of
Directors, shall hold office at the discretion of the officer appointing them.
3. DUTIES OF CHAIRMAN - The Chairman of the Board of Directors if elected,
or failing his election, the President, shall preside at all meetings of the
Board of Directors and shall perform such other duties as may be prescribed from
time to time by the Board of Directors or by the Bylaws.
4. DUTIES OF PRESIDENT - The President shall be the chief executive and
administrative officer of the Company. He shall preside at all meetings of the
stockholders and, in the absence of the Chairman of the Board, at meetings of
the Board of Directors. He shall exercise such duties as
customarily pertain to the office of President and shall have general and active
supervision over the property, business, and affairs of the Company and over its
several officers. He may appoint officers, agents, or employees other than those
appointed by the Board of Directors. He may sign, execute and deliver in the
name of the Company powers of attorney, contracts, bonds and other obligations
and shall perform such other duties as may be prescribed from time to time by
the Board of Directors or by the Bylaws.
5. DUTIES OF VICE PRESIDENTS - The Vice Presidents shall have such powers
and perform such duties as may be assigned to them by the Board of Directors or
the President. In the absence or disability of the President, the Vice President
designated by the Board or the President shall perform the duties and exercise
the powers of the President. A Vice President may sign and execute contracts and
other obligations pertaining to the regular course of his duties.
6. DUTIES OF TREASURER - The Treasurer shall, subject to the direction of a
designated Vice President, have general custody of all the funds and securities
of the Company and have general supervision of the collection and disbursement
of funds of the Company. He shall endorse on behalf of the Company for
collection checks, notes and other obligations, and shall deposit the same to
the credit of the Company in such bank or banks or depositaries as the Board of
Directors may designate. He may sign, with the President, or such other person
or persons as may be designated for the purpose by the Board of Directors, all
bills of exchange or promissory notes of the Company. He shall enter or cause to
be entered regularly in the books of the Company full and accurate account of
all moneys received and paid by him on account of the Company; shall at all
reasonable times exhibit his books and accounts to any director of the Company
upon application at the office of the Company during business hours; and,
whenever required by the Board of Directors or the President, shall render a
statement of his accounts. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the Bylaws.
7. SECRETARY - The Secretary shall, subject to the direction of a
designated Vice President, keep the minutes of all meetings of the stockholders
and of the Board of Directors, and to the extent ordered by the Board of
Directors or the President, the minutes of meetings of all committees. He shall
cause notice to be given of meetings of stockholders, of the Board of Directors,
and of any committee appointed by the Board. He shall have custody of the
corporate seal and general charge of the records, documents and papers of the
Company not pertaining to the performance of the duties vested in other
officers, which shall at all reasonable times be open to the examination of any
director. He may sign or execute contracts with the President or a Vice
President thereunto authorized in the name of the Company and affix the seal of
the Company thereto. He shall perform such other duties as may be prescribed
from time to time by the Board of Directors or by the Bylaws.
8. COUNSEL - The General Counsel shall advise and represent the Company
generally in all legal matters and proceedings and shall act as counsel to the
Board of Directors and the Executive Committee. The General Counsel may sign and
execute pleading, powers of attorney pertaining to legal matters, and any other
contracts and documents in the regular course of his duties.
9. BANK ACCOUNTS - In addition to such bank accounts as may be authorized
in the usual manner by resolution of the Board of Directors, the Treasurer with
the approval of the President or a Vice President may authorize such bank
accounts to be opened or maintained in the name and on behalf of the Company as
he may deem necessary or appropriate, payments from such bank accounts to be
made upon and according to the check of the Company which may be signed jointly
by either the manual or facsimile signature or signatures of such officers of
the Company as shall be specified in the written
instructions of the Treasurer of the Company with the approval of the President
or a Vice President of the Company.
10. VACANCIES - In case any office shall become vacant, the Board of
Directors shall have power to fill such vacancies. In case of the absence or
disability of any officer, the Board of Directors may delegate the powers or
duties of any officer to another officer or a director for the time being.
11. EXERCISE OF RIGHTS AS STOCKHOLDERS - Unless otherwise ordered by the
Board of Directors, the President or a Vice President thereunto duly authorized
by the President shall have full power and authority on behalf of this Company
to attend and to vote at any meeting of stockholders of any corporation in which
this Company may hold stock, and may exercise on behalf of this Company any and
all of the rights and powers incident to the ownership of such stock at any such
meeting, and shall have power and authority to execute and deliver proxies and
consents on behalf of this Company in connection with the exercise by this
Company of the rights and powers incident to the ownership of such stock. The
Board of Directors, from time to time, may confer like powers upon any other
person or persons.
ARTICLE VI
CAPITAL STOCK
1. STOCK CERTIFICATES - Certificates for stock of the Company shall be in
such from as the Board of Directors may from time to time prescribe and shall be
signed by the President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary. If Certificates are signed
by a Transfer Agent, acting in behalf of the Company, and a Registrar, the
signatures of the officers of the Company may be facsimile.
2. TRANSFER AGENT - The Board of Directors shall have power to appoint one
or more Transfer Agents and Registrars for the transfer and registration
certificates of stock of any class, and may require that stock certificates
shall be countersigned and registered by one or more of such Transfer Agents and
Registrars.
3. TRANSFER OF STOCK - Shares of capital stock of the Company shall be
transferable on the books of the Company only by the holder of record thereof in
person or by a duly authorized attorney, upon surrender and cancellation of
certificates for a like number of shares.
4. LOST CERTIFICATES - In case any certificate for the capital stock of the
Company shall be lose, stolen, or destroyed, the Company may require such proof
of the fact and such indemnity to be given to it and to its Transfer Agent and
Registrar, if any, as shall be deemed necessary or advisable by it.
5. HOLDER OF RECORD - The Company shall be entitled to treat the holder of
record of any share or shares of stock as the holder thereof in fact and shall
not be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise expressly provided by law.
6. CLOSING OF BOOKS - The Board of Directors shall have power to close the
stock transfer books of the Company for a period not exceeding 50 days preceding
the date of any meeting of stockholders or the date for payment of any dividend
or the date for the allotment of rights or the date when any change or
conversion or exchange of capital stock shall go into effect; provided that, in
lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date, not exceeding 50 days
preceding the date of any meeting of stockholders, or the date for the payment
of any dividend or the date for allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the stockholders entitled to notice of and to vote
at any such meeting, or entitled to receive payment of any such dividends, or
any such allotment of rights, or to exercise the rights in respect to any such
change, conversion, or exchange of capital stock, and in such case only
stockholders of record on the date so fixed shall be entitled to such notice of
and to vote at such meeting, or to receive payment of such dividend, or
allotment of rights, or exercise such rights, as the case may be, and
notwithstanding any transfer of any stock on the books of the Company after any
such record date fixed as herein provided.
ARTICLE VII
MISCELLANEOUS
1. FISCAL YEAR - The Board of Directors shall have power to fix, and from
time to time change, the fiscal year of the Company. Unless otherwise fixed by
the Board, the calendar year shall be the fiscal year.
2. WAIVER OF NOTICE - Any notice required to be given under the provisions
of these Bylaws or otherwise may be waived by the stockholder, director, or
officer to whom such notice is required to be given.
ARTICLE VIII
AMENDMENT
The Board of Directors shall have power to add any provision to or to alter
or repeal any provision of these Bylaws by the vote of a majority of all of the
directors at any regular or special meeting of the Board, provided that a
statement of the proposed action shall have been included in the notice or
waiver of notice of such meeting of the Board. The stockholders may alter or
repeal any provision of these Bylaws by the vote of a majority of the
stockholders at any meeting, provided that a statement of the proposed action
shall have been included in the notice or waiver of notice of such meeting of
stockholders.
Exhibit 10.2
EMPLOYMENT AGREEMENT
AGREEMENT made as of the 1st day of October, 1998 by and between Tech
Laboratories, Inc., with its principal offices at 955 Belmont Ave., North
Haledon, NJ 07508 (the "Company"), and Bernard M. Ciongoli, residing at 17
Liberty Ridge Trail, Totowa, NJ (the "Executive").
W I T N E S S E T H:
WHEREAS, the Executive is currently employed by the Company in the capacity
of President and Chief Executive Officer ("CEO");
WHEREAS, the Company desires to insure the continuing benefit of the
services of the Executive, and,
WHEREAS, the Executive is willing to continue to render such services to
the Company on the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and for other good and valuable consideration, receipt and
sufficiency of which is hereby acknowledged by the parties hereto, the parties
hereto agree as follows:
1. Upon execution of this Agreement, all prior employment agreements, whether
written or oral, between the Executive and the Company, or any of its
parents, subsidiaries, affiliates, or predecessor constituent corporations,
are terminated and are of no further force and effect.
2. Subject to the terms and conditions hereinafter set forth, the Company
hereby employs the Executive, and the Executive hereby agrees to and enters
into the employ of the Company, or of affiliate any parent, subsidiary, of
affiliate of the Company as the company shall from time to time select, for
an employment term commencing as of the 1st day of October, 1998, and
continuing for a period of three years from such date (the "Term of
Employment"). At the end of the initial Term of Employment, this Agreement
shall automatically be renewed for an
additional three-year period; unless either party provides at least 180
days written notice of its decision not to renew their Term of Employment.
3. During the Term of Employment, the Executive shall render and perform such
services as President and CEO or such other executive officer of the
Company as may be assigned to him from time to time by the Board of
Directors. If the Executive is elected as a Director of the Company by the
Shareholders, he shall receive no additional compensation for serving as a
Director so long as he is employed by the Company on a full-time basis in
an executive position.
4. During the Term of Employment, the Executive shall devote his business
time, attention, skill, and efforts to the performance of his duties for
the Company, except for reasonable vacation and except for illness or
incapacity, but nothing in this Agreement shall preclude the Executive from
devoting reasonable periods for:
(a) Serving as a Director, trustee, or member of a committee of any
organization involving no conflicting interests with those of the
Company;
(b) Delivering lectures, fulfilling speaking engagements, teaching at
educational institutions or business organizations;
(c) Engaging in charitable and community activities; and
(d) Managing his personal investments;
Provided that such activities do not, individually or together, interfere
with the regular performance of his duties and responsibilities under this
Agreement. The Company shall pay all reasonable costs and expenses incurred
by the Executive in any undertaking under Subsections (a)-(c), inclusive,
above when participation in said activities provides direct or indirect
benefit to the Company.
5. For all services to be rendered by the Executive in any capacity during the
Term of Employment, including, without limitation, services as an
executive, officer, director or member of a
committee of the Company or its subsidiaries, divisions, and affiliates,
the Executive shall be paid as compensation such salary, payable in
accordance with the customary payroll practices of the Company (but in no
event less frequently than semi-monthly) as the Board of Directors of the
Company may determine and any bonus as the Board of Directors of the
Company may determine.
During the Term of Employment as set forth in this Agreement, it is agreed
that the compensation paid to the Executive shall be a base salary no less
than Seventy Five Thousand ($75,000) Dollars per annum until the Company
completes a financing of at least One Million Dollars in gross proceeds
(debt or equity), at which time the base salary shall become One Hundred
Twenty-Five Thousand ($125,000) Dollars per annum. It is acknowledged and
agreed that the Company has sold approximately $750,000 in an ongoing
finance, so that approximately $250,000 needs to be raised to reach the
$1,000,000 referred to in the previous sentence.
6. In addition, the Executive will receive a cash bonus of two percent (2%) of
the Company's sales in excess of $1,000,000 in each fiscal year that ends
during the Term of Employment, beginning with the fiscal year ending
December 31, 1998, which bonus will be paid on or before February 15 of
each year. The Company will grant to the Executive stock options to
purchase up to 100,000 shares of the Company's common stock at a price of
$.50 per share on October 1 of each year of this Agreement, beginning with
October 1 1998; and the Executive shall participate in any Company
incentive plan which may be established and modified by the Board of
Directors or shareholders from time to time. The Executive shall also be
entitled to reimbursement by the Company for reasonable expenses actually
incurred by him on its behalf in the course of his employment by the
Company, upon the presentation by the Executive, from time to time, of an
itemized account of such expenditures, together with said vouchers and
other receipts as the Company may require.
7. The Executive shall be entitled to vacations in accordance with the
Company's prevailing policy for its operating executives.
8. The rights of the Executive or any other person to the payment of
compensation or other benefits under this Agreement shall not be assigned,
transferred anticipated, conveyed, pledged, or encumbered except by will or
the laws of descent and distribution; nor shall any such right or interest
be in any manner subject to levy, attachment, execution, garnishment, or
any other seizure under legal, equitable, or other process for payment of
debts, judgements, alimony, or separate maintenance, or reached or
transferred by operation of law in the event of bankruptcy, insolvency, or
otherwise.
9. In the event of the Executive's involuntary termination of employment due
to circumstances beyond the control of the Company, or in the event of the
Executive's involuntary termination for any reason, other than for just
cause due to theft or fraud, the Executive shall be entitled to severance
compensation or benefits as provided in this paragraph 9. Nothing contained
herein, however, shall be construed so as to include absence or failure to
perform due to illness as a basis for termination.
(a) Subject to the provisions of paragraph 9(b) below, the Executive shall
be entitled (upon such involuntary termination of employment) to
immediate severance compensation equal to an amount equal to the
Executive's base salary for the remaining period of the Term of
Employment.
(b) The Executive shall be entitled (upon such involuntary termination of
employment), in addition to the severance compensation described in
paragraph 9(a) above, to the benefits described in paragraph 9(c)
below, as follows:
(c) The Executive will be eligible to continue to participate in the
following employee benefit plans (to the extent permissible therein)
for a period of one year from the date of such
involuntary termination of employment. Cost of such participation for
the Executive and eligible dependents shall be born by the Company,
provided the Executive continues to make all contributions required as
of the date of termination to maintain his eligibility;
Medical Insurance Plan.........................COBRA (Company paid)*
* The Executive will have the option to continue this coverage for
an additional six months (beyond the twelve months paid by the
Company) by paying the full monthly premium.
10. Nothing contained herein shall in any way affect or interfere with the
Executive's rights or privileges under any qualified deferred compensation,
retirement, pension, profit sharing, bonus, insurance, hospitalization, or
other employee benefit plan, program or arrangement, now in effect or
hereafter adopted, in which the Executive is entitled to share or
participate as an employee of the Company.
11. During the Term of Employment, if Executive shall, for a period of more
than three (3) consecutive months or for periods aggregating more than
twelve (12) weeks in any fifty-two consecutive weeks, be unable to perform
the services provided for herein, as a result of illness or incapacity or a
physical, mental, or other disability of any nature, the Company may, upon
not less than thirty (30) days notice, terminate the Executive's employment
hereunder. The Executive shall be considered unable to perform the services
provided for herein if he is unable to attend to the normal duties required
of him. In such event, the Company shall pay to the Executive, or to his
legal representatives, base compensation as specified in paragraph 5,
hereof, for a period of twelve (12) months from the date of termination.
Upon completion of the termination payments provided for in this paragraph,
all of the Company's obligations to pay compensation under this Agreement
shall cease.
12. The Company makes no representations, guaranty, warranty, or other
assurance of any kind to the Executive or any other person regarding the
federal, state or local tax consequences of this Agreement or any payments
hereunder, and the company does not agree to indemnify the Executive or any
other person for any federal, state, or local taxes of any kind with
respect to payments hereunder.
13. This Agreement shall be binding upon and inure to the benefit of the
Company, its successors and assigns, and the Executive and his heirs,
executors, administrators, and legal representatives.
14. The Company will not consolidate or merge into or with another corporation
or entity, or transfer all or substantially all of its business and/or
assets to another entity, directly or indirectly, unless such other entity
(hereinafter referred to as the "Successor") shall assume this Agreement
and the obligations of the Company hereunder, and upon such assumption, the
Executive and the Successor shall become obligated to perform the terms and
conditions hereof. However, if during the first 180 days following any such
consolidation or merger, the Executive determines that he does not desire
to remain employed by the Successor or the Successor determines that the
services of the Executive are no longer required, such consolidation or
merger shall be deemed an involuntary termination of the Executive's
employment, and the Executive shall be paid an amount equal to his annual
base salary at the time of the consolidation or merger. This payment will
be made to the Executive in a single lump sum at the time of the
termination.
15. The Executive will not, at any time during the Term of Employment, or for a
period of one year after the voluntary termination of the Executive's
employment, directly or indirectly disclose or furnish any other person,
firm, or corporation any information relating to the Company or its parent,
subsidiaries, or affiliates with respect to technology of the Company's
products, methods of obtaining business, advertising products, customers or
supplies, or any confidential or
proprietary information acquired by the Executive during the course of his
employment by the Company or its parent, subsidiaries, or affiliates.
16. This Agreement constitutes the entire agreement between the parties hereto
relating to the subject matter set forth herein and supersedes any prior
oral and/or written agreements, understandings, negotiations, or
discussions of the parties. There are no warranties, representations or
agreements between the parties in connection with the subject matter
hereof, except as set forth or referred to herein. No supplement,
modification, waiver, or termination of this Agreement or any provision
hereof shall be binding unless executed in writing by the parties to be
bound thereby. Waiver of any of the provisions of this Agreement shall not
constitute a waiver of any other provision (whether or not similar), nor
shall such waiver constitute a continuing waiver unless otherwise
specifically provided.
17. The failure of either party at any time require performance by the other of
any provision hereof shall not affect in any way the full right to require
such performance at any time thereafter, nor shall the waiver by either
party of the breach of any provision hereof be taken or be held to be a
waiver of the provision itself.
18. Any notice or other communication required or permitted to be given under
or in connection with this Agreement shall be in writing, delivered in
person or by public telegram, or by mailing same, certified or registered
mail, postage prepaid, in an envelope addressed to the party to whom notice
is given, at the address given at the beginning of this Agreements, and
shall be effective upon receipt thereof. Each party shall be entitled to
specify a different address by giving notice as aforesaid to the other
party.
19. The invalidity or unenforceability of any paragraph, term, or provision
hereof shall in no way affect the validity or enforceability of the
remaining paragraphs, terms, or provisions hereof. In addition, in any such
event, the parties agree that it is their intention and agreement that any
such
paragraph, term or provision which is held or determined to be
unenforceable as written shall nonetheless be in force and binding to the
fullest extent permitted by law as though such paragraph, term or provision
had been written in such a manner and to such an extent as to be
enforceable under the circumstance. Without limiting the foregoing, with
respect to any restrictive covenant contained herein, if it is determined
that any such provision is excessive as to duration or scope, it is
intended that it nevertheless shall be enforced for such short duration, or
with such narrower scope, as will render it enforceable.
20. All of the terms and provisions of this Agreements shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
heirs, executors, administrators, transferees, successors, and assigns.
21. This Agreement shall be governed and construed under the laws of the State
of New Jersey.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
entered into as of the date and year herein above first set forth.
Date: 10-20-98
Tech Laboratories, Inc.
Board of Directors
By: /s/ Louis Tomsiella
----------------------------------
Director
By: /s/ Earl M. Bjorndal
----------------------------------
Director
By: /s/ Emerson Callahan
----------------------------------
Director
By: /s/ Carmine O. Pellosie
----------------------------------
Director
By: /s/ Bernard M. Ciongoli
----------------------------------
Executive
Exhibit 10.3
AMENDED JOINT MARKETING AGREEMENT
This Joint Marketing Agreement ("Agreement") is made effective retroactively to
October 1, 1997 by and between Tech Logistics, Inc., a Division of Tech
Laboratories, Inc., a NJ Corporation ("First Party") and Elektronik Apparatebau
GmbH (EAG), a German Corporation; W.T. Sports, Ltd., a NY Corporation; and FUA
Safety Equipment, AG, a Swedish Corporation ("Second Party").
First Party and Second Party separately market products and/or services which
are complimentary, meaning the products and/or services are each sold to the
same general end users or consumers and are often used by them for related
purposes.
The parties desire to cooperate in marketing their products for their mutual
benefit.
NOW, THEREFORE, it is agreed:
1. Products.
First Party will manufacture two-beam sensors and jointly market them in the
United States, Canada, and South America ("First Party's Product"). Second Party
will export to the United States four-beam infra red sensors to be marketed in
the United States, Canada and South America by First Party. ("Second Party's
Product"). First Party's Product and Second Party's Product may hereinafter be
referred to collectively as the "Products". The Products may be marketed to and
purchased by the same categories of end users and/or consumers. First Party and
Second Party agree that First Party shall have the exclusive rights to market
the Products as provided in this Agreement. This Agreement may be amended from
time to time to include additional products. The Products shall be marketed by
Tech Logistics and/or Tech Laboratories in its own name.
2. General Duties.
In connection with the joint marketing of the First Party's Product and the
Second Party's Product, the parties agree to the following mutual duties:
A. To share information with respect to product distribution channels, methods
of distribution, competitive information and any other information which can be
disclosed without violating any law or breaching any obligations of
confidentiality.
B. To include, where appropriate, literature concerning the other party's
product in individual direct mail or other direct marketing and with product
shipments.
C. To provide, at the earliest practical date, information about product
development, new Products or modification to existing Products jointly marketed
pursuant to this Agreement.
D. To share information with respect to sales leads.
Bernard M. Ciongoli
Werner Teichmann
Wilfred Teichmann
E. To provide a reasonable number of samples, demonstration units or other
models of products to the other party.
F. To mention or include the other party's products in advertisements,
brochures, promotion and press releases.
G. To share information with respect to trade shows, seminars and meetings which
may be beneficial to the other party.
H. To advise the other party about ideas or recommendations for new products or
enhancements to existing Products which may be appropriate for the other party's
product lines.
3. Specific Duties.
In addition to the general duties set forth in Section 2 above, the parties
agree to engage in the following specific joint marketing activities during the
Initial Term of this Agreement:
A. Trade Shows. The parties agree to jointly participate in the following trade
show(s): The parties will register for each designated trade show in their joint
names, if permitted. If joint registration is not permitted, First Party shall
register on behalf of both parties. The parties shall jointly share the cost of
registration and participation in the trade show; transportation, preparation,
construction and removal of a booth at the trade show; and reasonable related
expenses, such as cost of refreshments and other items not specific to the
Products. Each party shall separately pay its own cost for transportation of its
samples, demonstration units or products to the trade show, travel, lodging and
meals for representatives at the trade show and special or extra customer
meetings or entertainment. The parties agree to jointly staff the trade show
booth at all times.
B. Training. Each party agrees to provide one individual to attend a sales
meeting of the other party for the purpose of demonstrating and training sales
personnel with respect to the party's product. Each party shall bear its own
expenses for transportation and other out-of-pocket expenses for sending its
representative to the other party's sales meeting.
C. Advertising. The parties may select an advertising agency and shall jointly
pay the expenses related to preparation of at least one advertisement which
shall equally promote the First Party's Product and Second Party's Product.
Nothing shall prevent the selection of an advertising agency which represents or
has represented either one of the parties. The parties shall share evenly in the
amount paid to the advertising agency for the joint advertisement. After the
joint advertisement is prepared, each party shall have the equal right to
utilize the advertisement in the media of its choice without limitation,
provided that each party shall pay one-half of the cost of same during the
Initial Term. Additional joint advertisements may be prepared following the
agreement of the parties.
E. Gross Sales. All sales of the Products shall be invoiced to purchasers by
First Party.
Bernard M. Ciongoli
Werner Teichmann
Wilfred Teichmann
F. Net Profits. All pre-tax profits shall be calculated according to generally
accepted accounting principles fairly and consistently applied; and shall be
distributed quarterly in arrears, 70% to the First Party and 30% the Second
Party. On April 1, 2001 and annually thereafter for the balance of the Term of
this Amended Joint Marketing Agreement or any renewal term as provided herein,
the Party shall reanalyze the profit sharing allocation. Such reanalyzation
shall involve an analysis of the actual pre-tax profit of the First Party as to
the sale of the Products. If the actual pre-tax profit of the First Party is
more than 16% then the profit share of the First Party and the Second Party
shall be reallocated to increase the percentage of the Second Party and decrease
the percentage of the First Party to properly reallocate the profit earned by
party of the First Party in excess of 16%. If the profit of the First Party is
less than 16%, then the First Party shall have the unilateral right to terminate
this Amended Joint Marketing Agreement.
F. Royalties. In addition to any other sums earned under this Amended Agreement,
the Party of the Second Party shall earn a Royalty equal to 5% of the cost of
any Products manufactured by Tech Laboratories, Inc. and marketed pursuant to
this Amended Joint Marketing Agreement.
4. Confidentiality.
During this Agreement, each party may disclose to the other information that is
confidential and proprietary to the disclosing party ("Confidential
Information"). Confidential Information may include, but is not limited to,
business plans, marketing plans, financial statements, competitive analysis,
market research, Product development plans, computer programs, designs, and
models, communicated orally, in writing, or by electronic media. Confidential
Information disclosed orally or electronically shall be identified as such
within five (5) days of disclosure. Confidential Information disclosed in
writing shall be marked "Confidential." Each party agrees that it will maintain
the Confidential Information of the other party in confidence and shall use such
information only for the purposes of this Agreement. Confidential Information
may be disclosed by a receiving party within its organization only to specific
employees who have a need to know such information for the purposes of this
Agreement and who have agreed in writing not to disclose it. Upon expiration or
termination of this Agreement or, sooner if demanded by a party, a receiving
party shall return to a disclosing party's any of the disclosing party's
Confidential Information including all copies thereof. If this Agreement or any
subsequent agreement between the Parties or extension hereof is terminated for
any reason by either Party, then and in that event, the Second Party shall
retain ownership to the Products, as well as to any and all modifications,
improvements and extensions of the Products or the related technology whether
such was created, implemented, designed, or paid for, by First Party or Second
Party. Upon such Termination, Second Party shall pay to First Party, First
Party's reasonable expenses in redesigning castings, if any, related to such
modifications, improvements and extensions of the Products or the related
technology. The obligations of each party in this section shall continue for a
period of Two (2) years following the expiration or termination of the
Agreement. The obligations of this section shall not apply to any Confidential
Information that:
Bernard M. Ciongoli
Werner Teichmann
Wilfred Teichmann
A. Is or becomes public through no act of a receiving party;
B. Is rightfully received from a third party without obligations of
confidentiality; or
C. Is independently developed by a receiving party without reference to the
other party's Confidential Information.
5. Conflicts.
During this Agreement and for a period of Six (6) months thereafter, each party
agrees that it will not engage in any marketing, promotion, advertising, or
sales effort, individually or jointly, with respect to any product that is
competitive with the other party's Product or with respect to any entity that
markets, promotes, or sells a product in competition with the other party.
Nothing herein shall prevent either party from engaging in any activity that
promotes any other product or entity that does not compete with the other party
or its products.
6. Term and Termination.
A. The "Initial Term" of this Agreement shall start on October 1, 1997 and shall
end on September 30, 2007. At least sixty (60) days prior to the end of the
Initial Term or any renewal term as provided herein, the parties shall each
notify the other as to whether it desires to renew this Agreement. If either
party notifies the other that it does not desire to continue this Agreement,
then the Agreement shall end upon the expiration of the Initial Term or renewal
terms. If, however, both parties desire to renew the Agreement, then the parties
shall meet to confer and determine the following:
(i) their specific duties for the renewal term in lieu of the specific
duties set forth in Section 3 herein as applicable to the preceding Initial
Term or renewal term;
(ii) the period for the renewal term; and
(iii) any other proposed amendments. If the parties fail to agree on all of
the foregoing items before end of the Initial Term or renewal term, then
this Agreement shall expire as of the end of the Initial Term or the
renewal term. If the parties agree to all of the foregoing items, then the
Agreement will continue with such specific duties and other amendments for
the renewal term agreed upon.
B. This Agreement may be terminated at any time upon the occurrence of any of
the following events:
(i) if either of the parties shall default on any material obligation and
such default is not cured within fifteen days following notice from the
other party.
(ii) if a party files a petition of bankruptcy, is insolvent, makes an
assignment for benefit of creditors or if a trustee or receiver is
appointed for a party, and such remaining of the foregoing remains
undismissed for a period of sixty (60) days.
Bernard M. Ciongoli
Werner Teichmann
Wilfred Teichmann
(iii) either party shall cease to do business, the First Party ceases to
market First Party's Product or Second Party ceases to market Second
Party's Product.
7. Final Agreement.
This Amendment to Joint Marketing Agreement terminates and supersedes all prior
understandings or agreements on the subject matter hereof. This Agreement may be
modified only by a further writing that is duly executed by both parties.
8. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
9. Notices.
Any notice required by this Agreement or given in connection with it, shall be
in writing and shall be given to the appropriate party by personal delivery or
by certified mail, postage prepaid, or recognized overnight delivery service;
If to First Party:
Bernard M. Ciongoli, President
Tech Laboratories, Inc.
955 Belmont Avenue
North Haledon, NJ 07508
and if to Second Party:
Werner Teichmann, President
W.T. Sports, Ltd.
PO Box 23
Ellenville, NY 12428
Wilfred Teichmann, President
Elektronik Apparatebau GmbH
c/o Werner Teichmann
PO Box 23
Ellenville, NY 12428
Wilfred Teichmann, President
FUA-Safety Equipment, AG
c/o Werner Teichmann
PO Box 23
Ellenville, NY 12428
Bernard M. Ciongoli
Werner Teichmann
Wilfred Teichmann
10. Governing Law and Arbitration.
A. This Agreement shall be construed and enforced in accordance with the laws of
the state of New Jersey.
B. The parties agree that they will use their best efforts to amicably resolve
any dispute arising out of or relating to this Agreement. Any dispute that
cannot be resolved amicably shall be settled by final binding arbitration in
accordance with the rules of the American Arbitration Association and judgment
upon the award rendered by the arbitrator or arbitrators may be entered in any
court having jurisdiction thereof. Any such arbitration shall be settled by
final binding arbitration in accordance with the Rules of the American
Arbitration Association and judgment upon the award rendered by the arbitrator
or arbitrators may be entered in any court having jurisdiction thereof. Any such
arbitration shall be conducted in Paterson, New Jersey or such other place as
may be mutually agreed upon by the parties. Within fifteen (15) days after the
commencement of the arbitration, each party shall select one person to act as
arbitrator, and the two arbitrators so selected shall select a third arbitrator
within ten (10) days of their appointment. Each party shall bear its own costs
and expenses and an equal share of the arbitrator's expenses and administrative
fees of arbitration.
11. No Assignment.
Neither party shall assign this Agreement or any interest or obligation herein
without the prior written consent of the other party.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
W.T. Sports, Ltd., a NY Corporation FUA-Safety Equipment, AG, a
Swedish Corporation
By: /s/ Werner Teichmann By: /s/ Wilfred Teichmann
------------------------------- -----------------------------
Werner Teichmann, President Wilfred Teichmann, President
Tech Logistics, a Division of Elektronik Apparatebau GmbH(EAG)
Tech Laboratories, Inc., a NJ Corporation a Corporation of the Country of
Germany
By: /s/ Bernard M. Ciongoli By: Wilfred Teichmann
------------------------------- -----------------------------
Bernard M. Ciongoli, President Wilfred Teichmann, President
Bernard M. Ciongoli
Werner Teichmann
Wilfred Teichmann
Exhibit 10.4
CONFIDENTIALITY and MANUFACTURING AGREEMENT
This Confidentiality Agreement ("Agreement") is made effective retroactively to
October 1, 1997 by and between W.T. Sports, LTD, a NY corporation, FUA Safety
Equipment, AG, a Swedish corporation, and Electronik Apparatabau, GmbH, a German
Corporation, jointly referred to as ("Owner") and Tech Laboratories, Inc., a NJ
Corporation referred to as ("Recipient").
1. Confidential Information.
Owner proposes to disclose certain of its confidential and proprietary
information (the "Confidential Information") to Recipient. Confidential
Information shall include all data, materials, products, technology, computer
programs, specifications, manuals, business plans, software, marketing plans,
business plans, financial information, and other information disclosed or
submitted, orally, in writing, or by any other media, to Recipient by Owner.
Owner shall disclose so much of its Confidential Information as shall reasonably
be required for Recipient to manufacture the Owner's Products for marketing
pursuant to a certain Amended Joint Marketing Agreement executed simultaneously
herewith between Owner and Tech Logistics, Inc. (a wholly owned subsidiary of
Recipient).
2. Recipient's Obligations.
A. Recipient agrees that the Confidential Information is to be considered
confidential and proprietary to Owner and Recipient shall hold the same in
confidence, shall not use the Confidential Information other than for the
purposes of its business with Owner, and shall disclose it only to its officers,
directors, or employees with a specific need to know. Recipient will not
disclose, publish or otherwise reveal any of the Confidential Information
received from Owner to any other party whatsoever except with the specific prior
written authorization of Owner.
B. Confidential Information furnished in tangible form shall not be duplicated
by Recipient except for purposes of this Agreement. Upon the request of Owner,
Recipient shall return all Confidential Information received in written or
tangible form, including copies, or reproductions or other media containing such
Confidential Information, within ten (10) days of such request. At Recipient's
option, any documents or other media developed by the Recipient containing
Confidential Information may be destroyed by Recipient. Recipient shall provide
a written certificate to Owner regarding destruction within ten (10) days
thereafter.
C. If this Agreement or any subsequent Agreement between the parties or
extension hereof is terminated for any reason by either party, then and in that
event the Owner shall retain ownership to the Products, as well as to any and
all modifications, improvements and extensions of the Products or the related
technology whether such was created, implemented, designed, or paid for, by
Owner or Recipient. Upon such Termination, Recipient shall pay to Owner, Owner's
reasonable expenses in re-designing castings, if any, related to such
modifications, improvements and extensions of the Products or the related
technology.
3. Manufacturing.
Recipient shall have the exclusive rights to manufacture the Owner's Products
(as defined in the Amended Joint Marketing Agreement) for sale by Tech Logistics
pursuant to the said Agreement. Recipient shall pay to Owner monthly in arrears,
a sum equal to 5% of Recipient's Gross Profit on Sensors manufactured by Tech
Laboratories, Inc./Tech Logistics, Inc.
Bernard M. Ciongoli
Werner Teichmann
Wilfred Teichmann
4. Term.
The obligations of Recipient herein shall be effective in perpetuity from the
date Owner last discloses any Confidential Information to Recipient pursuant to
this Agreement. Further, the obligation not to disclose shall not be affected by
bankruptcy, receivership, assignment, attachment or seizure procedures, whether
initiated by or against Recipient, nor by the rejection of any agreement between
Owner and Recipient, by a trustee of Recipient in bankruptcy, or by the
Recipient as a debtor-in-possession or the equivalent of any of the foregoing
under local law.
5. Other Information.
Recipient shall have no obligation under this Agreement with respect to
Confidential Information which is or becomes publicly available as a result of
public disclosure by Owner. Any developments of the Products, or modifications,
changes, deletions, or improvements of or upon the Products by Recipient its'
agents servants, or employees, shall belong to Owner and shall be protected by
Recipient hereunder as though same had been made by Owner.
6. License.
The Manufacturing rights of Recipient hereunder shall be an exclusive License to
Recipient to manufacture the Products as hereinabove provided (the License). It
is understood and agreed that neither party solicits any change in the
organization, business practice, service or products of the other party, and
that the disclosure of Confidential Information shall not be construed as
evidencing any intent by a party to purchase any products or services of the
other party except as provided herein, nor as an encouragement to expend funds
in development or research efforts. Confidential Information may pertain to
prospective or unannounced products. Recipient agrees not to use any
Confidential Information or the License as a basis upon which to develop or have
a third party develop a competing or similar product.
7. No Publicity.
Recipient agrees not to disclose its participation in this undertaking, the
existence or terms and conditions of the Agreement without the prior written
consent of Owner which consent shall not be unreasonably withheld.
8. Governing Law and Equitable Relief.
This Agreement shall be governed and construed in accordance with the laws of
the United States and the State of New Jersey and the parties hereto consent to
the exclusive jurisdiction of the state courts and U.S. federal courts located
there for any dispute arising out of this Agreement. Recipient agrees that in
the event of any breach or threatened breach by Recipient, Owner may obtain, in
addition to any other legal remedies which may be available, such equitable
relief as may be necessary to protect Owner against any such breach or
threatened breach.
9. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement may be modified only by a further
writing that is duly executed by both parties.
10. No Assignment.
Recipient may not assign this Agreement or any interest herein without Owner's
express prior written consent.
Bernard M. Ciongoli
Werner Teichmann
Wilfred Teichmann
11. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
12. Notices.
Any notice required by this Agreement or given in connection with it, shall be
in writing and shall be given to the appropriate party by personal delivery or
by certified mail, postage prepaid, or recognized overnight delivery services.
If to Owner:
Werner Teichmann, President, W.T. Sports, Ltd.
PO Box 23
Ellenville, New York 12428
If to Recipient:
Tech Laboratories, Inc., Attention: Bernard M. Ciongoli, President
955 Belmont Avenue
North Haledon, NJ 07508
13. No Implied Waiver.
Either party's failure to insist in any one or more instances upon strict
performance by the other party of any of the terms of this Agreement shall not
be construed as a waiver of any continuing or subsequent failure to perform or
delay in performance of any term hereof.
14. Headings.
Headings used in this Agreement are provided for convenience only and shall not
be used to construe meaning or intent.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
W.T. Sports, Ltd. Tech Laboratories, Inc.
By: /s/ Werner Teichmann By: /s/ Bernard M. Ciongoli
------------------------------- -----------------------------
Werner Teichmann, President Bernard M. Ciongoli, President
FUA-Safety Equipment, AG Electronik Apparatabau, GmbH
By: /s/ Wilfred Teichmann By: /s/ Wilfred Teichmann
------------------------------- -----------------------------
Wilfred Teichmann, President Wilfred Teichmann, President
Bernard M. Ciongoli
Werner Teichmann
Wilfred Teichmann
N0349/7168
NO349/7168 WO
UNITED STATES
ASSIGNMENT
WHEREAS, Nordx/CDT, Inc. a Canadian corporation, having an office and place of
business at 2345 Sources Blvd., Pointe-Claire, Quebec, Canada H9R 5Z3 is the
owner of the entire right, title and interest in and to the following United
States Patent Application and corresponding International Patent Application:
--------------------------------------------------------------------------------
Application No. Date of Filing
--------------------------------------------------------------------------------
08/771,979 December 23, 1996
--------------------------------------------------------------------------------
PCT/CA97/00985 December 19, 1997
--------------------------------------------------------------------------------
WHEREAS, Tech Laboratories Inc. of 995 Belmont Avenue, North Haledon, New
Jersey, U.S.A. 07508 is desirous of acquiring the entire right, title and
interest in and to said patent applications, and any and all patents of the
United States and of all other countries which may be granted for the said
inventions, or any of them;
NOW THEREFORE, in consideration of the sum of One Dollar ($1.00) and other good
and valuable consideration, the receipt whereof is hereby acknowledged, said
Nordx/CDT, Inc. does hereby sell, assign and transfer to the said Tech
Laboratories Inc. the entire right, title and interest in and to the said patent
applications, all inventions therein disclosed and any and all patents of the
United States and of all other countries which may be granted for the said
inventions, or any of them.
Said Tech Laboratories Inc., its successors and assigns, shall have, hold
and enjoy the said inventions and the said Letters Patent to its and their own
use and behoof to the full end of the term or terms for which the said Letters
Patent have been and may be granted as fully and entirely as the same would have
been held and enjoyed by it had this assignment and sale not been made,
including the right to sue for past infringement.
And it is hereby authorized and requested of the Commissioner of Patents to
issue any additional Letters Patent as may be granted on the said inventions to
the said Assignee in accordance with the terms of this instrument.
UNITED STATES
Nordx/CDT, Inc.
DATE: May 7, 1999 BY: /s/ Douglas McCollam
-----------------------------
NAME: Douglas McCollam
---------------------------
TITLE: EVP & CFO
---------------------------
DECLARATION OF WITNESS
I, Nathalie-Ann Taylor, whose full post office address is 68, 3rd Avenue
North, Roxboro, Quebec, Canada, hereby declare that I was personally present and
did see the above named person, personally known to me to be the person named in
the Assignment, duly sign and execute the same.
BY: /s/ Nathalie-Ann Taylor
-------------------------------
NAME: Nathalie-Ann Taylor
------------------------------
DATE: May 7, 1999
------------------------------
Tech Laboratories, Inc.
DATE: 6/7/99 BY: /s/ Bernard Ciongoli
-------------------------------
NAME: Bernard Ciongoli
------------------------------
TITLE: President
-----------------------------
DECLARATION OF WITNESS
I, Katherine P. Salminen, whose full post office address is 530 High
Mountain Road, North Haledon, N.J. 07508, is hereby declare that I was
personally present and did see the above named person, personally known to me to
be the person named in the Assignment, duly sign and execute the same.
BY: /s/ Katherine P. Salminen
-------------------------------
NAME: Katherine P. Salminen
------------------------------
DATE: 6/7/99
------------------------------
Exhibit 10.5
N0349/7151GB
NO349/7152GB
NO349/7153GB UNITED KINGDOM
ASSIGNMENT
WHEREAS, Nordx/CDT., a Canadian corporation, having an office and place of
business at 2345 Sources Blvd., Pointe-Claire, Quebec, Canada H9R 5Z3 is the
owner of the Patents and Patent Application in the United Kingdom set out on the
attached Schedule A.
WHEREAS, Tech Laboratories Inc., a corporation of Delaware, U.S.A., having
an office and place of business at 955 Belmont Avenue, North Haledon, New
Jersey, U.S.A. 07508, is desirous of acquiring said Patents and Patent
Application;
NOW, THEREFORE, for One Dollar ($1.00) and other good and valuable
consideration, the receipt of which is hereby acknowledged, said Nordx/CDT,
Inc., without representations or warranties with respect to said patents or the
title thereto, does hereby assign, transfer and set over unto the said Tech
Laboratories Inc. all of its rights, title and interest in and to the said
Patents and Patent Application, including all rights to sue and recover for past
infringement of said patents.
UNITED KINGDOM
Nordx/CDT, INC.
DATE: May 7, 1999 BY: /s/ Douglas McCollam
-----------------------------
NAME: Douglas McCollam
-------------------------
TITLE: EVP & CFO
-------------------------
DECLARATION OF WITNESS
I, Nathalie-Ann Taylor, whose full post office address is 68, 3rd
Avenue North, Roxboro, Quebec, Canada, hereby declare that I was personally
present and did see the above named person, personally known to me to be the
person named in the Assignment, duly sign and execute the same.
BY: /s/ Nathalie-Ann Taylor
-----------------------------
NAME: Nathalie-Ann Taylor
---------------------------
DATE: May 7, 1999
---------------------------
Tech Laboratories Inc.
DATE: 6/7/99 BY: /s/ Bernard Ciongoli
-----------------------------
NAME: Bernard Ciongoli
---------------------------
TITLE: President
--------------------------
DECLARATION OF WITNESS
I, Katherine P. Salminen, whose full post office address is 530 High
Mountain Road, North Haledon, N.J. 07508, hereby declare that I was personally
present and did see the above named person, personally known to me to be the
person named in the Assignment, duly sign and execute the same.
BY: /s/ Katherine P. Salminen
---------------------------------
NAME: Katherine P. Salminen
---------------------------
DATE: 6/7/99
---------------------------
UNITED KINGDOM
SCHEDULE A
I. Patents
Patent No. Title Issue Date
---------- ----- ----------
GB 2 280 573 HALF-DUPLEX CIRCUIT 09 July 1997
FOR A LOCAL AREA
NETWORK
GB 2 280 574 USER INTERFACE FOR LOCAL 16 July 1997
AREA NETWORKS
GB 2 280 826 TOKEN RING 20 August 1997
ii. Patent Applications
Serial Number Title Filing Date
------------- ----- -----------
9508660.9 CROSSPOINT MATRIX 28 April 1995
SWITCH ARRANGEMENT
N0349/2007 GSE
Exhibit 10.5
UNITED STATES
ASSIGNMENT
WHEREAS, Nordx/CDT, Inc., a Canadian corporation having an office and place of
business at 2345 Sources Blvd., Pointe-Claire, Quebec, Canada H9R 5Z3 has
adopted and used the following mark and the trademark Registration:
SCHEDULE OF TRADEMARKS
MARK REG. NO. REG. DATE
DYNATRAX 2,105,761 OCTOBER 14, 1997
WHEREAS, Tech Laboratories Inc., a corporation of Delaware, U.S.A. having an
office and place of business at 955 Belmont Avenue, North Haledon, New Jersey,
U.S.A. 07508 is desirous of acquiring the entire right, title and interest in
and to the said mark and the registration therefor.
NOW, THEREFORE, for One Dollar ($1.00) and other good and valuable
consideration, the receipt of which is hereby acknowledged, said Nordx/CDT, Inc.
without representations or warranties with respect to said trademarks or
registration or the title thereto does hereby assign unto the said Tech
Laboratories Inc., its successors and assigns all its rights, title and interest
in and to the said marks and the registration therefor, together with the
goodwill of the business symbolized by said marks and the registration therefor
and including all rights to sue and recover for past infringement of said mark
and the registration therefor.
Nordx/CDT, Inc.
DATE: May 7, 1999 BY: /s/ Douglas McCollam
-----------------------------
NAME: Douglas McCollam
----------------------------
TITLE: EVP & CFO
---------------------------
DECLARATION OF WITNESS
I, Nathalie-Ann Taylor, whose full post office address is 68, 3rd Avenue
North, Roxboro, Quebec, Canada, hereby declare that I was personally present and
did see the above named person, personally known to me to be the person named in
the Assignment, duly sign and execute the same.
BY: /s/ Nathalie-Ann Taylor
-------------------------------
NAME: Nathalie-Ann Taylor
------------------------------
DATE: May 7, 1999
------------------------------
Tech Laboratories, Inc.
DATE: 6/7/99 BY: /s/ Bernard Ciongoli
-------------------------------
NAME: Bernard Ciongoli
------------------------------
TITLE: President
-----------------------------
DECLARATION OF WITNESS
I, Katherine P. Salminen, whose full post office address is 530 High
Mountain Road, North Haledon, N.J. 07508, is hereby declare that I was
personally present and did see the above named person, personally known to me to
be the person named in the Assignment, duly sign and execute the same.
BY: /s/ Katherine P. Salminen
-------------------------------
NAME: Katherine P. Salminen
------------------------------
DATE: 6/7/99
------------------------------
Exhibit 10.5
ASSIGNMENT
WHEREAS, Nordx/CDT, Inc., a Canadian corporation, the full post office address
of whose principal office or place of business is 2345 Sources Blvd.,
Pointe-Claire, Quebec, Canada H9R 5Z3 is the owner of the following mark and the
trademark Registration:
SCHEDULE OF TRADEMARKS
MARK REG. NO. REG. DATE
DYNATRAX 465,314 October 25, 1996
AND WHEREAS, Tech Laboratories, Inc., a corporation of Delaware, U.S.A., the
full post office address of whose principal office or place of business is 955
Belmont Avenue, North Haledon, New Jersey, U.S.A., 07508, is desirous of
acquiring the entire right, title and interest for Canada in and to the said
trademark, trademark application and trademark registration;
NOW, THEREFORE, for One Dollar in hand paid, and other good and valuable
consideration, the receipt of which is hereby acknowledged, said Nordx/CDT, Inc.
without representations or warranties with respect to said trademark or
application or registration or the title thereto does hereby assign unto the
said Tech Laboratories Inc., its successors and assigns, all its rights, title
and interest in and to the said mark, said application and the registration in
Canada therefor, together with the goodwill of the business symbolized by said
marks and the application and registration in Canada therefor and including all
rights to sue and recover for past infringement of said mark and the
registration therefor.
IN WITNESS WHEREOF, the ASSIGNOR has caused these presents to be
executed under the hands of its officers duly authorized on its behalf this 7th
day of May, 1999.
CANADA
Nordx/CDT, Inc.
DATE: May 7, 1999 BY: /s/ Douglas McCollam
-----------------------------
NAME: Douglas McCollam
----------------------------
TITLE: EVP & CFO
---------------------------
DECLARATION OF WITNESS
I, Nathalie-Ann Taylor, whose full post office address is 68, 3rd Avenue
North, Roxboro, Quebec, Canada, hereby declare that I was personally present and
did see the above named person, personally known to me to be the person named in
the Assignment, duly sign and execute the same.
BY: /s/ Nathalie-Ann Taylor
-------------------------------
NAME: Nathalie-Ann Taylor
------------------------------
DATE: May 7, 1999
------------------------------
Tech Laboratories, Inc.
DATE: 6/7/99 BY: /s/ Bernard Ciongoli
-------------------------------
NAME: Bernard Ciongoli
------------------------------
TITLE: President
-----------------------------
DECLARATION OF WITNESS
I, Katherine P. Salminen, whose full post office address is 530 High
Mountain Road, North Haledon, N.J. 07508, is hereby declare that I was
personally present and did see the above named person, personally known to me to
be the person named in the Assignment, duly sign and execute the same.
BY: /s/ Katherine P. Salminen
-------------------------------
NAME: Katherine P. Salminen
------------------------------
DATE: 6/7/99
------------------------------
CONSENT OF CHARLES J. BIRNBERG, CPA, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated March 16, 1999, in the Registration Statement (Form
SB-2) and the related Prospectus of Tech Laboratories, Inc.
/s/ Charles J. Birnberg
----------------------------------
Charles J. Birnberg
Hackensack, New Jersey
July 9, 1999
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