T&G and EVI Partnership
Extension to Letter of Commitment of October 1998
This letter is to serve as an extension to the Letter of Commitment (hereinafter LoC- I ) co-signed by the parties
thereto, namely T&G Corporation, of Lebanon, CT, USA (T&G) and Energy Ventures Inc., of Toronto,
Ontario, Canada (EVI), on October 19th and 22nd, 1998, respectively, a copy of which is attached hereto and
is an integral part hereof.
It is the intent of the parties hereto that, pending the incorporation of the new company, the execution of the
associated Shareholder Agreement and of the License and Research & Development Agreement, all referred to
in LoC-1, that the existing collaboration between the parties hereto should continue, as defined in LoC-1 and
herein. The terms additional to LoC-1 are as follows:
1. The object of the collaboration shall be to commercialize the electro-permeable (EPM) materials developed
and patented by T&G by selling the EPM materials, by engaging in the joint development of the materials and
applications for them and by entering into agreements to license the use of EPM materials to third parties.
2. The fields in which collaboration may occur shall be electro-chemical energy systems based on lead/acid,
nickel/zinc, copper/zinc, zinc/manganese-dioxide, zinc/air couples, fuel cells and, in the pharmaceutical sector,
wound care, together with such other fields of uses shall be mutually agreed by the parties from time to time
during the period of the collaboration defined herein.
3. The parties shall share equally in the net revenues arising from their collaboration, after deduction of direct
costs associated with such revenues and subject to the "balancing" of mutually agreed prior and future
expenditures by either party in the development of the technology and in the operation of this collaborative
venture. The agreed prior investment by T&G is $500,000. The balancing of investments shall be achieved by
allocating 75% of net revenue disbursements to the party