matechexh10_6.htm


    
      
 


    Exhibit
10.6

     

     

    February
8, 1995

     

    Robert M.
Bernstein

    Tensiodyne
Scientific Corporation

    11835
West Olympic Blvd.

    Los
Angeles, CA 90064

     

    Dear
Bob,

     

    We are
agreed as follows:

     

    1.  Duties:

     

    Stephen
Forrest Beck (hereinafter "Beck") will work to obtain funding for Tensiodyne
Scientific Corporation, its assigns, affiliates, parents, successors, or any
associated entity or individual, (hereinafter collectively referred to as "The
Company") from one or more government agencies or private organizations. To that
end, Beck will prepare correspondence, schedule and attend meetings, and assist
in the development of strategy.

     

    2.  Term:  The
term of the agreement is eighteen months, commencing on the date of execution of
this agreement.

     

    3.  Compensation:  In
consideration for his services you will pay Beck the following
compensation:

     

    a.  For
work already performed for the Company, including the recommendation that the
Company seek funding from governmental sources, and in particular that efforts
be made in Congress to obtain support for the Company's
research, Beck will receive 1/2 of 1 percent of the outstanding common shares of
the Company, payable on signing of this agreement.

     

    b.    
(i)   For work to be performed Beck will receive two percent of
the outstanding common shares of the Company, payable on signing of this
agreement.

     

    (ii)  Beck
will also receive 15% of any funding received by the Company from any
governmental body or private entity during the term of this agreement. If
funding for the Company is obtained from either the Commerce or the Energy
Departments, and a claim for 5% of the funds received is made by Mel Levine, and
such funds are actually paid, then Beck shall receive 10% of the total funds. If
during the term of this agreement, events are set in motion, or contacts are
made, which eventually lead to the Company obtaining funds from a governmental
agency or private party after this agreement has expired, then the fees
specified in this paragraph shall be payable to Beck for a period of five years
from the date of expiration of the agreement.

     

    c.  The
cash compensation payable under this agreement shall be paid to Beck within 10
business days of the Company's receipt of such funds, in any legal manner which
he shall specify, either under a 3 to 5 year employment
contract, through the Company's purchase of an annuity, through the Company's
purchase of an annuity, through the Company's placing the funds in escrow, or by
any other means selected by Beck at his sole option.

     

    d.    
(i)  Shares paid to Beck under this agreement shall not be diluted
except by the sale of securities for cash. Beck shall have the right, for a
period of 30 days after the receipt of notification in writing of the
sale of
shares for cash, to acquire a pro rata share of any such shares, on the same
terms and conditions as any other buyer, so that Beck can maintain the same
percentage interest in the Company.

     

    (ii)  In
the event that the Company receives $1 million or more from any governmental
body or private party during the term of this agreement, or the five year period
following its termination specified in

    b.(ii)
above, then, notwithstanding d.(i) above, Beck's shares shall not be diluted
unless and until the Company has completed a public offering which results in
$10 million in proceeds to the Company.

     

     

    
      
         

      

      
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    e.  The
Company agrees that it will issue the shares described in 3.(a) above as soon as
shares are available to distribute to shareholders.  Evidence of
Beck's ownership interest will be by way of a Board of Director's resolution, a
copy of which will be provided to him within 30 days of the date of this
agreement.

     

    4.  The
fees payable in this agreement will also be paid to Beck in the event that any
non-governmental source provides funds to the Company during the term of this
agreement, or for a period of five years after the expiration of this agreement,
provided that Beck has introduced such source to the Company,

    or in the
event that such source has otherwise come to the attention of the Company in a
manner that is in any way related to the efforts of Beck on behalf of the
Company, during the term of this agreement.

     

    5.  Beck's
expenses under this agreement shall be borne by the Company.  The
Company agrees that it will pay for a minimum of three trips to
Washington D.C.  Such travel shall be paid by the Company in
advance and shall be by coach class airfare and shall provide reasonable
allowance for hotel, meal and other expenses.  Any additional expenses
beyond those cited above shall be approved by the Company in
advance.

     

    6.  Dispute
Resolution:  Any dispute arising under this agreement shall be
resolved in Los Angeles by binding arbitration under the auspices of the
American Arbitration Association.  The prevailing party shall be
entitled to reimbursement for reasonable legal costs, fees and
expenses.

     

    In any
dispute under this agreement, if there is a disagreement over whether Beck's
efforts, or those of some other party are responsible for the Company's
obtaining funding from a government or non-government source, then the
arbitrator is instructed by the parties to interpret Beck's contributions
broadly, giving Beck the benefit of any doubt, and to take into account that
Beck originated the concept of obtaining governmental funding, and that he has
provided, and will provide, consulting services that might enable the executives
or others associated with the Company to make contacts on their own that might
lead to funding.  In such event, the fees specified in this agreement
would be fully payable to Beck.

     

    The
parties represent and warrant that they are duly authorized to enter into this
agreement and that it is binding upon them.  If the foregoing is
acceptable, please sign in the space provided below and return a copy of this
agreement to me along with the appropriate stock certificates.

     

     

    Sincerely,

     

     

     /s/
STEPHEN FORREST BECK        
    

    Stephen
Forrest Beck

     

     

    ACCEPTED
AND AGREED:

     

    FOR:  Tensiodyne
Corporation

     

     

     /s/
ROBERT M.
BERNSTEIN               


    By:  Robert
M. Bernstein, President

     

     

     

    
      
         

      

      
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    ADDENDUM

     

    Robert M.
Bernstein, President of Tensiodyne and Stephen Forrest Beck do hereby agree to
amend that certain agreement between them (hereinafter the "Agreement") dated
February 8, 1995 as follows:

     

    7.
Notwithstanding any other provision of this Agreement, any shares received by
Beck shall not be subject to any dilution until the Company has completed an
initial public offering of at least $10 million.

     

    8. The
obligations of Tensiodyne and Bob Bernstein to Beck are secured by the patents
to the Tensiodyne technology and are personally guaranteed by Robert
Bernstein.  Beck's interest in the patents, and Bernstein's guarantee
will both be formalized in a more complete agreement to be prepared in the
future. Unless and until that agreement is completed however, this Agreement
will be fully binding upon the parties.

     

    9. This
Agreement is fully binding upon Tensiodyne, Matech, their parents, subsidiaries,
successors in interest, assigns, or any other person or entity associated with
them.

     

    10. The
amounts payable to Beck under paragraph 3(b) of the Agreement shall be paid to
Beck based on the total amount of funds which are appropriated and/or expended
for the purpose of research, development, or for any other purpose related to
Tensiodyne's technology, and shall not be based only on the amount which is
actually received by the Company. Beck shall be paid the amounts which are due
to him under this Agreement as funds become available to the Company, but only
to the extent that such funds are actually available to the
Company.

     

    11. Beck
will be fully indemnified and held harmless by Tensiodyne for any activity
undertaken on behalf on Tensiodyne, provided that such activity is not illegal
or fraudulent.

     

    ACCEPTED
AND AGREED:

     

    For:
Tensiodyne and for himself

     

    /s/
ROBERT M.
BERNSTEIN                           
        
8/4/95     


    Robert M.
Bernstein                                                     
Date

     

    /s/
STEPHEN FORREST
BECK                    
             8/4/95      


    Stephen
Forrest
Beck                                                  
 Date

     

     

    
      
         

      

      
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    2/7/97

     

    (1)
Operative when gov't contract is signed

     

    (2) Pers
Guar -- goes away after 100$ paid to S.B.

     

    (3) Anti
Dil goes away after 50$ pd to S.B.

     

    (4) Seat
on B.O.D. until all $ due is pd.

     

    (5) A
note @ 15% of gov't contract (2.5 mil expected) also to add'l gov't contracts
expected @ add'l 2.5 mil.

     

    (6) Int
re Note @ prime recorded on Co. books, begins 9 mos after gov't contract signed
-- payable quarterly. Unpaid int added to principal.

     

    (7)
Method of pymt -- 12.5% of 1st mil raised (debt or equity) or earned by Co. --
and 15% over 1st
mil until pd.

     

    (8) $2500
cash payment.

     

    (9) Fee
for raising capital by Beck -- 5% of first 2.5 mil and 4% over.

     

     

     

    /s/
Stephen Forrest Beck       
            /s/
Robert M. Bernstein        


     

     


    
      
         


      

      
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