Proprietary Process Sale Agreement

(Longform)

THIS AGREEMENT made as of [Date of Agreement (ie. July 1, 2002)] between [Name of
Seller] (the "Seller") of [Address of Seller] and [Name of Buyer] (the "Buyer") of [Address of
Buyer].

WHEREAS:

(A) The Seller has invented and discovered a proprietary process for [Describe the Process]
(collectively the "Process"); and

(B) The Seller wishes to sell the Process to the Buyer and the Buyer wishes to purchase the
Process from the Seller:

NOW THEREFORE in consideration of the recitals, the mutual covenants hereinafter set forth,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

1. The Seller agrees to deliver to the Buyer a manuscript description [or Specify other form
of Media] of the Process, accompanied by all the memoranda, data and information now
in its possession about the Process, and the Seller further agrees to immediately deliver to
the Buyer a written description [or Specify other form of Media] of any new information
or data about the Process which may come into the Seller's possession.

2. The Seller agrees that it will never directly or indirectly at any time impart or disclose
knowledge or information about the Process or any improvements thereto to any person
other than the Buyer or persons designated in writing by the Buyer.

3. The Seller represents that (i) it has invented and discovered the Process, (ii) it has not at
any time divulged or imparted the Process or any part of it to any other person or
corporation, and (iii) it is the absolute owner of the Process, free and clear of any security
interest, claim, demand, lien or encumbrance upon it.

4. In consideration for the sale of the Process, the Buyer agrees to pay the Seller a royalty
(the "Royalty") of $[Specify Amount of Royalty (ie. $10.00)] on each item produced by
the Process up to a maximum Royalty payment of $[Specify Maximum Royalty Amount
(ie. $2,000,000.00)] shall have been paid to the Seller by the Buyer. The Buyer agrees to
render statements to the Seller on a monthly basis of setting out in reasonable detail the
sales of products utilizing the Process, accompanied by a remittance of the Royalty for
such period, and the Buyer agrees to continue to render these statements until the Seller
shall have been paid the full amount of the Royalty payable under this Agreement.
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5. The Buyer agrees not to sell the Process or divulge any confidential information relating
to the Process until the maximum Royalty payable under this Agreement shall have been
paid in full.

6. This Agreement shall be governed by and construed in accordance with the laws of the
State of [State].

7. The parties hereto shall, at their own expense, from time to time do, execute and deliver,
or cause to be done, executed and delivered, all such further acts, documents and things
as the other may reasonably request for the purpose of giving effect to the true meaning
and intent of this Agreement.

8. This Agreement, including any Schedules hereto, constitutes the entire agreement
between the parties relating to the subject matter hereof and, except as stated herein or in
the instruments and documents to be executed and delivered pursuant hereto, contains all
the representations and warranties of the respective parties relating to the subject matter
hereof.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first
above written.