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happyguy72

08/11/09 8:15 PM

#162830 RE: rdailey4 #162825

more to the point... perhaps they assigned a *specific* use of the technology to hh brown...

this would leave ANY other use of the technology available for dicon/rme to capitalize on, other than DRY-Z

just my 2 cents....

hg>
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printmail01

08/11/09 8:16 PM

#162831 RE: rdailey4 #162825

Read the filing , read the headings and the answers: I included the link below , It appears HH Brown controls the Intellectual Property.... Read it clearly.. IMO it says HH Brown controls Intellectual Property and it is licensed to DICON and now they, Dicon , are selling it to SPNG and SPNG is making darn tootin sure this is not a problem and the license is in good standing and no changes will be made or issues come up...

This is from the 8K:

3.2 Deliveries by the Company and the Sellers. On the Closing Date, the Company and the Sellers shall deliver, or cause to be delivered, the following:

(f) An acknowledgement from H.H. Brown Shoe Technologies, LLC (“H.H. Brown”) to the sale of the Membership Interests to the Purchaser, and an acknowledgement and confirmation from H.H. Brown that the Intellectual Property License Agreement effective November 30, 2007 by and between H.H. Brown and the Company (the “H.H. Brown License Agreement”) remains in force and effect as of the Closing Date, and that as of the Closing Date, the Company is not in breach of any of its material obligations under the H. H. Brown License Agreement.
_______

4.6 No Company Defaults or Consents. Neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will:

b) violate, conflict with or constitute a default under the terms, conditions or provisions of the H.H. Brown License Agreement;
__________

(b) Except as otherwise set forth on Schedule 4.10(b) attached hereto, since the Balance Sheet date, the Company has not done any of the following:
(xii) been notified on any default under the H.H. Brown License Agreement;
__________

http://www.sec.gov/Archives/edgar/data/1201251/000114420409037511/v154860_ex10-1.htm