igam8k72507ex10_1.htm


    
      

    

    EXHIBIT
      10.1

    


    AGREEMENT

    (as
      amended on July 24, 2006)

    


    This
      License Agreement is made and
      entered into as of the 9th day of
      June, 2006,
      by and between Photvoltaics.com, Inc. (“PVDV”) located and doing business at PO
      Box 6009, Hutchinson Island, Florida 34957, (hereinafter “LICENSOR”), Lawrence
      Curtin at P.O. Box 6009, Hutchinson Island, Florida 34957, and Nuvo Energy,
      Inc., a Colorado corporation (hereinafter “LICENSEE”).

    


    WHEREAS,
      LICENSOR is the owner of
      Intellectual Property pertaining to the production and composition of
      multi-stacked CdS/CdSe solar energy photovoltaic cells;

    


    WHEREAS,
      LICENSOR has filed United
      States Provisional Patent Application Serial Number 60783638 and Patent
      Co-operation Treaty (PCT) Application filed on April 12, 2006.  Based
      on the forgoing provisional application as set forth in Exhibit A;

    


    WHEREAS,
      LICENSOR desires to have
      manufactured, sell and offer for sale LICENSOR’s photovoltaic solar energy
      cells; and

    


    WHEREAS,
      LICENSOR desires to grant to
      LICENSEE authorization to have manufactured, sell and offer for sale its
      photovoltaic solar energy cells, subject to the terms and conditions in this
      Agreement (the “Products”);

    


    NOW,
      THEREFORE, in consideration of the
      premises and mutual covenants and provisions hereinafter set forth, it is agreed
      by and between the parties hereto as follows:

    


    1.           Subject
      to the terms and conditions hereof, LICENSOR grants to LICENSEE an exclusive
      license on a worldwide basis for the Intellectual Property set forth in United
      States Provisional Patent Application 60783638 and Patent Co-operation Treaty
      (PCT) Application filed on April 12, 2006, including: all patents issued
      pursuant to these applications or amendment thereof and the right to use all
      applicable copyrights, trademarks and related intellectual property obtained
      on
      or in connection with the process and Products; the right to use all know-how,
      technology, techniques and processes necessary or useful in connection with
      the
      licensed Intellectual Property; and the right to license and use any refinements
      or improvements made to the licensed Intellectual Property during the term
      of
      this Agreement.

    


    2.           In
      the manufacture and sale of Products, LICENSEE shall maintain standards of
      quality in compliance with guidelines to be established by LICENSOR and with
      all
      applicable laws and regulations and shall conform to relevant industry standards
      of quality and safety.

    


    3.           Upon
      the request of LICENSOR, LICENSEE shall permit LICENSOR or its duly authorized
      representatives to inspect on the premises of LICENSEE during normal business
      hours.

    


    4.           Samples
      of all advertising, promotional materials, catalogs, packages, containers,
      labels, and labeling referring or relating to the Products must be submitted
      to
      LICENSOR and receive LICENSOR’s written approval prior to their
      use.  Approval or disapproval shall lie solely in LICENSOR’S
      discretion.  LICENSOR agrees to use reasonable efforts to complete
      such review on a timely basis.  In the event LICENSOR shall not have
      provided written notice to LICENSEE of LICENSOR’s disapproval of any such
      material within 30 days of LICENSOR’s receipt of the description thereof,
      LICENSOR’s approval shall be deemed to have been given, in writing, in
      accordance with the terms of this Agreement.  LICENSEE shall provide
      from time to time additional samples of all advertising, promotional materials,
      catalogs, packages, containers, labels, and labeling referring or relating
      to
      the Products after 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    beginning
      their approval use upon LICENSOR’s reasonable request.

    


    5.           LICENSEE
      acknowledges LICENSOR’s exclusive right, title and interest in and to the
      Intellectual Property and recognizes that all uses by LICENSEE shall inure
      to
      the benefit of LICENSOR.  LICENSEE shall not at any time represent
      that it has any ownership in the Intellectual Property.  LICENSEE
      shall not at any time represent that it has any rights other than the rights
      to
      use expressly provided for in this Agreement.  If this Agreement is
      terminated or expires, except as the parties may otherwise agree in writing,
      all
      rights granted to LICENSEE hereunder shall continue to be owned by
      LICENSOR.  LICENSEE shall cooperate with LICENSOR whenever LICENSOR
      deems it necessary in claiming rights in the Intellectual Property throughout
      the world, including executing all documents LICENSOR deems necessary or
      desirable in connection with any registrations.  Accordingly, LICENSEE
      agrees that it shall not, during the term of this Agreement or thereafter,
      attack the title or any rights of LICENSOR in and to the Intellectual Property
      or attack the validity of this Agreement for the purpose of invalidating any
      of
      LICENSOR’s rights, title or interest.

    


    6.           LICENSEE
      shall notify LICENSOR in writing of all instances of any potentially conflicting
      or infringing use of any of the Intellectual Property or any confusingly
      similar.  LICENSOR shall have the exclusive right, at LICENSOR’s
      expense, to determine what action, if any, is to be taken in each such
      instance.  If LICENSOR decides to take any action, LICENSEE agrees to
      become a party to such action if necessary, and to cooperate with LICENSOR
      in
      the prosecution of any such action or proceeding involving any alleged
      infringement or other conflict respecting LICENSOR’s rights.  All
      damages or other monetary relief recovered in such action by reason of a
      judgment or settlement shall first be paid to LICENSEE for actual damages
      representing injury sustained by LICENSEE, with the balance, if any, paid to
      LICENSOR.

    


    7.           If
      any claim, demand or suit for infringement shall be asserted against LICENSEE
      on
      account of LICENSEE’s use, LICENSEE shall give LICENSOR timely notice of such
      claim, demand or suit, and LICENSOR shall have to the right at its discretion
      to
      either defend or settle such claim, demand or suit.  LICENSEE agrees
      to cooperate with LICENSOR in the defense or settlement of any such claim,
      demand or suit for infringement.  If LICENSOR declines at its
      discretion to defend or settle any such claim, demand or suit, LICENSEE may
      do
      so at LICENSEE’s expense.

    


    8.           For
      the rights granted to LICENSEE by this Agreement, LICENSEE shall pay LICENSOR
      as
      follows:

    


    
      	
              a.  

            	
              Total
                aggregate license fee of $250,000.

            


    

    
      	
              b.  

            	
              $150,000
                shall be payable upon signing and the $100,000 balance is payable
                no later
                than August 11, 2006.

            


    

    


    9.           The
      term of this Agreement shall be for a ten year period from June 9, 2006 through
      July 10, 2016.  This license shall be automatically renewable for
      successive ten year terms under the same terms and conditions as provided for
      in
      this Agreement, subject to any alterations and amendments as may be mutually
      agreed to by the parties, unless either party notifies the other not less than
      90 days prior to the termination date of their intention to terminate the
      Agreement.

    


    10.           LICENSOR
      or its representatives may upon reasonable notice at reasonable times during
      any
      business day of LICENSEE inspect, and make copies of, all books, ledgers,
      accounts, correspondence, memoranda or other records and documents of LICENSEE
      to the extent they pertain to transactions under this Agreement.

     

     

    
      
         

      

      
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    11.           This
      Agreement and all rights and duties herein are personal to LICENSEE and shall
      not, without LICENSOR’s prior written approval, be assigned, mortgaged,
      sublicensed, or otherwise encumbered by LICENSEE or by operation of law, except
      that LICENSEE may assign any of its rights or duties hereunder to a wholly-owned
      direct or indirect subsidiary of LICENSEE; provided, however, LICENSEE shall
      remain fully liable for all obligations imposed on LICENSEE by this
      Agreement.  Any attempt by LICENSEE to grant a sublicense or to
      assign, mortgage, encumber or part with possession or control of the Agreement,
      other than as expressly contemplated by the immediately preceding sentence,
      shall be void and shall constitute a material breach of this
      Agreement.  This Agreement and any or all rights and duties may be
      assigned by LICENSOR without the consent of LICENSEE provided no such assignment
      shall release LICENSOR from its obligations hereunder.

    


    12.           Nothing
      in this License shall be deemed or construed by LICENSOR, LICENSEE, or any
      third
      party as creating a relationship of principal and agent, joint venture, or
      partnership between the parties hereto, and neither shall so hold itself out
      to
      the public.

    


           
      13.           This
      Agreement shall be binding upon the successors and assigns of both
      parties.

    


    14.           A
      waiver by either party hereto of any right hereunder, or of any failure to
      perform, or of any breach by the other party, shall not be a waiver of any
      other
      right hereunder or of any subsequent breach or failure by the other party,
      whether of a similar nature or otherwise.

    


    15.           This
      Agreement forms the entire understanding and agreement between the parties
      with
      respect to the subject matter of this Agreement and supersedes any and all
      prior
      negotiations, understandings, or agreements in regard to such subject
      matter.

    


    16.           This
      Agreement may be amended, modified or discharged only by a written instrument
      expressly setting forth such amendment or modification and duly executed by
      LICENSOR and LICENSEE, and the provisions of this paragraph may not be waived
      except by a written instrument so executed.

    


    17.           Notices
      under this Agreement shall be served by certified mail or express courier or
      regular mail by the parties hereto at the addresses shown below.

    


    18.           In
      the event of bankruptcy or insolvency of LICENSEE, this Agreement shall be
      deemed null and void.

    


    19.           The
      parties hereby agree that LICENSOR will provide LICENSEE certain services as
      related to sales, marketing, manufacturing and order
      fulfillment.  These arrangements will be set forth in detail in a
      separate agreement.  LICENSEE agrees to pay LICENSOR an additional fee
      of $5,000 per month for a period of 36 months for these
      services.  Monthly payments are made in arrears and begin 30 days
      following the date of this Agreement.

    


    20.           The
      LICENSOR is the sole and exclusive owner of all right, title and interest in
      and
      to the Intellectual Property subject to this License, free and clear of any
      lien, security interest, claim of right or other encumbrance of any
      sort.

    


    21.           The
      LICENSOR has no knowledge or information of, and has received no notice of
      any
      sort from any party, asserting a lien, charge, claim or interest in the
      Intellectual Property or challenging the right of the LICENSOR to the
      Intellectual Property.

    


    22.           The
      LICENSOR has not granted any license or other rights of any sort of, in or
      to
      the Intellectual Property to any other person or entity.

     

     

    
      
         

      

      
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    23.           There
      have not been and there are no pending or threatened suits, claims, actions
      or
      other proceedings of any sort involving LICENSOR relating to the Intellectual
      Property, including but not limited to any concerning alleged infringement,
      improper use, or misappropriate of any of the Intellectual
      Property.

    


    24.           There
      are no actions, challenges to validity, interferences or other contested
      proceedings before the United States Patent and Trademark Office, or in any
      Federal, state or other court or before any other governmental entity relating
      to the Intellectual Property or any pending application with respect to any
      of
      the Intellectual Property.  LICENSOR has no knowledge of any prior art
      or any claim by others of the existence of prior art or any other grounds that
      would prevent LICENSOR from obtaining a patent for the Intellectual
      Property.

    


    25.           The
      LICENSOR has not asserted any claim of a violation or infringement by others
      of
      its rights to or in connection with any of the Intellectual
      Property.

    


    26.           The
      LICENSOR has filed patent application(s) and is diligently and timely pursuing
      the process of obtaining one or more patents with respect to the Intellectual
      Property, and has taken all reasonable and prudent steps to protect the
      Intellectual Property from infringement by any other person or entity, and
      agrees to take such future steps as is reasonably necessary to obtain and
      perfect such patents.

    


    27.           The
      consummation of the transaction provide for in this License will not alter,
      impair or modify any of LICENSOR’S rights in the Intellectual Property, except
      to the extent expressly provided for in the License.

    


    28.           Both
      LICENSOR and LICENSEE are corporations that have been duly organized and are
      in
      good standing in their respective state of incorporation each with the power
      to
      carry out the terms and conditions of this Agreement as agreed to by their
      executing representatives who have been duly authorized with the proper
      corporate authority in compliance with all applicable laws.

    


    29.           There
      are no orders, judgments, injunctions or directives of any Federal, state or
      other court, or of any governmental agency that would restrain, limit or
      otherwise interfere with the transactions provided for in this
      License.

    


    30.           Contact
      information is as follows:

    


    LICENSOR:                                Mr.
      Lawrence Curtin

    Photovoltaics.com,
      Inc.

    PO
      Box 6009

    Hutchinson
      Island, Florida
      34957

    


    LICENSEE:                                Mr.
      Henry Fong, President

    Nuvo
      Energy, Inc.

    319
      Clematis Street, Suite
      803

    West
      Palm Beach, Florida
      33401

    (561)
      514-9042

    


    31.           This
      Agreement shall be deemed to be entered into in Florida and shall be governed
      and interpreted according to the laws of the State of Florida, United States
      of
      America.

    


    [Signature
      Page Follows]


    
      
         

      

      
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    Executed
      by LICENSOR at Hutchinson Island, Florida this 9th
      day of
June, 2006.

    


    Photovoltaics.com,
      Inc.

    


    By::  /s/
      Lawrence
      Curtin                                                                

    


    Title:  President
      and
      Individually                                                                

    


    


    And
      Individually as of June 9,
      2006

    


    Name:  /s/
      Lawrence
      Curtin                                                                

    


    


    Executed
      by LICENSEE at West Palm Beach, Florida this 9th day
      of June, 2006.

    


    Nuvo
      Energy,
      Inc.

    


    By:  /s/
      Henry
      Fong                                                                

    


    Name:  Henry
      Fong                                                                

    


    Title:    President                                           

     

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