Seychelle 10-KSB 2-28-06 Amend 1 Ex 10-L Continental Agree


    Exhibit
      10L

    


    PURCHASE
      AGREEMENT 

    


    


    


    AGREEMENT
      (the
“Agreement”) dated and effective as of April 26, 2006, by and between
CONTINENTAL
      TECHNOLOGIES. INC.,
      (“CONTINENTAL”), having its principal offices at 255 Main Street, Little River,
      Kansas 67457 and SEYCHELLE
      ENVIRONMENTAL PRODUCTS INC. (“SEYCHELLE”),
      having its principal offices at 33012 Calle Perfecto, San
      Juan
      Capistrano, CA 92675.

    


    WHEREAS,
      SEYCHELLE is interested in purchasing certain assets, rights, contracts, EPA
      registrations and trademark use covered in EXHIBIT “A”; and

    


    WHEREAS,
      CONTINENTAL, subject to the terms and conditions hereinafter set forth, at
      the
      closing of the transaction contemplated hereby, is willing to sell, convey,
      transfer and deliver to SEYCHELLE such items identified in EXHIBIT “A.”


     

    NOW
      THEREFORE,
      in
      consideration of the mutual covenants herein contained, and for other and good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto, intending to be legally bound hereby, agree
      as
      follows:

    


    	1.  	
            Purchase
              Price

          


    


    SEYCHELLE
      agrees to purchase from CONTINENTAL those items covered in EXHIBIT “A” for
      50,000 shares of SEYCHELLE’S restricted common stock (One year maturity date) to
      be issued within ten (10) working days after closing. SEYCHELLE further warrants
      that, after the date the stock restriction is removed, for a period of six
      (6)
      months thereafter, it will purchase back from CONTINENTAL, at CONTINENAL’S
      option, some or all of the 50,000 shares of SEYCHELLE restricted common stock
      for $.75 per share.

    


    SEYCHELLE
      further agrees to pay CONTINENTAL a 10% commission on net sales (gross sales
      less cash discounts, returns or bad debts) of the existing product, or any
      new
      products sold directly by SEYCHELLE, and 10% on any product sold by CONTINENTAL
      for SEYCHELLE to their existing or new customers at SEYCHELLE’S OEM (Lowest
      volume) prices. Commissions on product (s) sold below SEYCHELLE’S OEM prices
      will be agreed upon in advance by both parties.

    


    SEYCHELLE
      shall keep all appropriate records to enable it to meet all of its obligations
      herein, and upon request by CONTINENTAL, and at their expense, such records
      may
      be audited with ten (10) days written notice.

    


    Commissions
      will be paid to CONTINENTAL on the tenth of each month for the proceeding months
      sales activity, and will be supported by appropriate sales reports.

    


    


     

    2.
      REPRESENTATIONS
      and WARRANTIES of PARTIES

    


    SEYCHELLE
      and CONTINENTAL hereby warrant that they have the sole right to enter into
      this
      Purchase Agreement, and there has been no act or omission by either party which
      would give rise to any valid claim against any of the parties hereto for a
      brokerage commission, finder’s fee or other like payment in connection with the
      transaction contemplated hereby.

    


    CONTINENTAL
      further warrants that it is the owner of the certain assets, rights, contracts,
      EPA registrations and trademarks covered in EXHIBIT “A”, and there are no known
      actions, activities, lawsuits or judgments pending or outstanding which would
      prohibit the sale and transfer of same to SEYCHELLE.

    


    3.
      MISCELLANEOUS PROVISIONS

    


    	A.  	
            Modification:
              No
              modification, waiver or amendment of any term or condition of this
              Agreement shall be effective unless and until it shall be reduced to
              writing and signed by both of the parties hereto or their legal
              representatives.

          


    


    	B.  	
            Complete
              Agreement: This
              Agreement constitutes the entire Agreement between the parties with
              respect to the subject matter hereof and supersedes in all respects
              all
              prior proposals, negotiations, conversations, discussions and agreements
              between the parties concerning the subject matter
              hereof.

          


    


    	C.  	
            Assignment:
              This
              Agreement may not be assigned, in whole or in part, by either party
              hereto
              without prior written. 

          


    


    	D.  	
            Governing
              Law: This
              Agreement shall be construed according to the laws of the State of
              California and shall not be subject to any choice of law provisions
              of
              such laws. This Agreement shall be binding upon CONTINENTAL and
              SEYCHELLE,
              and their respective successors and assigns.


          


    


    	E.  	
            Binding
              on Successors:
              The terms and provisions of the Agreement that by their sense and context
              to survive the performance hereof by either party or by other parties
              hereto shall so survive the completion of performance and termination
              of
              this Agreement, including without limitation the making of any and
              all
              payments due hereunder unless otherwise
              noted.

          


    


    	F.  	
            Best
              Efforts:
              Seychelle warrants that it put forth its “best efforts” to increase the
              sales of the business, and will not circumvent any independent efforts
              of
              CONTINENTAL. 

          


    


    	G.  	
            Closing
              Date:
              The date of closing will be April 26,
              2006.

          


    


    	H.  	
            Confidentiality:
              CONTINENTAL agrees
              to the terms and conditions set forth in the Confidentiality Agreement
              set
              forth in EXHIBIT “B.

          


    


    	I.  	
            Term
              of Agreement:
              This Agreement will be in force for the life of the company, and binding
              on acquirers should the company be sold.

          


    


    	J.  	
            Non-Circumvent:
              SEYCHELLE
              agrees not to circumvent any of CONTINENTALS present or future customers
              as identified in SEYCHELLE’S Contract Exclusivity
              Form.

          


    


    	K.  	
            Other
              Stipulation:
              In the event that CONTINENTAL is dissolved or otherwise becomes inactive,
              the residual commissions and royalty payments revert to the three
              principals as follows: Loretta M. Teeters - 20%, Donald L. Teeters
              - 40%,
              and Leland M. Young - 40%.

          


    


    4.
      Non-Compete

    


    CONTINENTAL
      management and officers agree not to compete with SEYCHELLE directly or
      indirectly in the Chlorine tablet business for a period of five (5) years after
      the close of this transaction other than the exception covered in Section 1,
      above.

    


     

    


    ACCEPTED
      AND AGREED BY:

    


    CONTINENTAL
      TECHNOLOGIES INC.

    


    By:
      ________________________    Date
      ___________________

    Don
      Teeters, President

    


    


    SEYCHELLE
      ENVIRONMENTAL PRODUCTS INC.

    


    By:
      _________________________   Date:
      ___________________

    Carl
      Palmer, President and CEO

    


    


    


    


    


    EXHIBIT
      “A”

    


    The
      following items are covered under this Purchase Agreement: 

    


    	A.  	
            Use
              of EPA Registration Number 55304-4-71426.

          


    	B.  	
            Name
              of Chlorine supplier and contract, if
              any.

          


    	C.  	
            Use
              of Redi Chlor Brand name and Trademark.

          


    


    EXHIBIT
      “B”

    


    


    SEYCHELLE

    Confidentiality
      Agreement

    


    WHEREAS,
      Seychelle Environmental Technologies, Inc., (hereinafter referred to as
“Purchaser”) is interested in the possibility of purchasing certain assets,
      rights, contracts, registrations, and trademarks (hereinafter referred to as
      “Confidential Information”); and

    


    WHEREAS,
      Continental Technologies Inc., (hereinafter referred to as “Discloser”), is
      desirous of selling said Confidential Information to Purchaser and is willing
      to
      proceed with discussions with Purchaser related thereto, and Discloser is
      willing to disclose the Confidential Information to Purchaser for this purpose,
      subject to the terms of this Agreement. 

    


    NOW,
      THEREFORE, in consideration of the mutual promises and covenants herein
      contained, the parties agree as follows:

    


    	1.  	
            Upon
              the execution if this Agreement, Discloser agrees to disclose to Purchaser
              certain of the Confidential Information.

          


    


    	2.  	
            Purchaser
              agrees to hold said Confidential Information, and any Confidential
              Information previously disclosed to Purchaser, in confidence, and not
              to
              use the Confidential Information for anyone accept Purchaser. Purchaser
              agrees to limit dissemination of, and access to, the Confidential
              Information to within Purchaser’s organization, and then only to those
              personnel or associates who have a need for access to the information
              for
              the above-described purpose, and who have entered into a restrictive
              agreement prohibiting such personnel from doing anything with respect
              to
              the Confidential Information that Purchaser would itself be prohibited
              from doing under this Agreement. 

          


    


    	3.  	
            It
              is agreed that the obligations of confidentiality and non-use imposed
              hereunder will not in any way apply with respect to any of the following
              information:

          


    


    	a.  	
            Information
              which Purchaser reasonably demonstrates is a part of the public domain
              at
              the time the information is received by Purchaser and is not otherwise
              a
              protect able trade secret; and;

          


    	b.  	
            Information
              that Purchaser reasonably demonstrates was already known to Purchaser
              at
              the time of disclosure of the Confidential Information to Purchaser
              by
              Discloser, as evidenced by presently existing written
              documentation.

          


    


    


    	4.  	
            With
              regard to the interpretation of paragraph 3, Purchaser agrees that
              the
              fact that Purchaser had prior knowledge of a particular item of
              Confidential Information, or that such particular item is generally
              known
              to the public, at the time of it’s receipt, shall not permit Purchaser’s
              disclosure to others of such item of Confidential Information, or use
              of
              the same, in connection with one or other known items disclosed to
              Purchaser by Discloser, unless the particular combination itself, as
              well
              as it’s advantages and operability, were previously known to and not
              abandoned by the Purchaser, or the public generally, for the same specific
              purposes and uses disclosed to Purchaser by
              Discloser.

          


    


    	5.  	
            Nothing
              in this Agreement may be deemed a commitment of any kind, by either
              Purchaser or Discloser, to enter into any further agreement with the
              other.