EXHIBIT 10.2
AMENDMENT TO ROYALTY AGREEMENT
This is an amendment to the Assumption, Payment Agreement and
Amended and Restated Royalty Agreement (the "Agreement") dated January 25, 1996,
by and between Xxxxxx X. Xxxxxxxxx ("Xxxxxxxxx") and American Compact Lighting,
L.L.C. ("ACL") for which ACL was succeeded in interest by Logic Laboratories,
Inc. (LLI), a Delaware corporation, pursuant to an Assignment and Assumption
Agreement retroactively entered into on December 4, 1995.
As a necessary condition to obtain investment funding in LLI's
parent company, Xxxxx X0, Inc. ("Elgin"), Xxxxxxxxx and LI hereby agree as
follows:
1. Section 2(a) is amended to state that the royalty rate is one
percent (1%) of Royalty Revenue. The remainder of this section starting with the
words "until such time" in the first sentence is deleted. Section 2(b) is
deleted.
2. Section 3 is deleted.
3. "Royalty Revenue" remains as defined in Section 6. Xxxxxxxxx
acknowledges and consents to the grant of a license by LU under the Patents to
Xxxxxx X. Xxxxxxxx Xx. ("Xxxxxxxx"), with certain rights of exclusivity.
Xxxxxxxxx acknowledges and understands that his right to receive a royalty is
based on the gross revenues of LU only and is not applied to gross sales made by
LI's licensees. Royalties paid to LLI pursuant to such licenses are. however,
included in LI's Royalty Revenue. No royalty shall be due unless and until
LI's Royalty Revenue exceeds five million dollars ($5,000.000.00), in which
event LLI shall make a payment of $50,000 plus one percent of the amount over
$5,000,000, and continue to make royalty payments thereafter at the one percent
rate during the Royalty Term.
4. To the extent this Amendment varies from any prior agreement
concerning the subject matter hereof, including paragraph 3.26 of the December,
1997 Stock Purchase Agreement to which LI and Xxxxxxxxx are parties, and the
letter dated March 31, 1998 signed by Xxxxxxxxx, this Amendment shall supercede
all such prior agreements.
5. Section 9 of the Assumption, Payment Agreement and Amended and
Restated Royalty Agreement dated January 25, 1996 required that any modification
of that agreement required the consent of the Note holders. Xxxxxxxxx
represents by singing below that he will obtain the consent of the Note holders
listed below within thirty (30) days of the date he signs this Amendment. LI
agrees to pay off either or both of the Note holders in the event that they are
not willing to consent to this Amendment, and to indemnify and hold Xxxxxxxx and
Elgin harmless from any loss or expense either incurs as a result of Xxxxxxxxx'x
failure to obtain such consents.
6. Xxxxxxxxx represents and warrants that he has no other claim or
interest to the Patents or other intellectual property of LLI, other than as
provided by this Amendment and by his Security Agreement dated December 27,
1996, and that he hereby waives any such right
which is not specifically mentioned in this Amendment. In the event that
Xxxxxxxxx reacquires ownership to any Patent or other intellectual property of
LLI by means of such agreements, or by any other means, Xxxxxxxxx agrees that
the license under the Patents granted by LLI to Xxxxxxxx shall remain in full
force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
below.
Logic Laboratories, Inc.
By: /s/ Xxxxxxx Muscom
-----------------------------------------
XXXXXXX MUSCOM
_________________, President
Date: 4-15-98
---------------------------------------
____________________________________________
Xxxxxx X. Xxxxxxxxx
Date:_______________________________________
Consented to by:
____________________________________________
W. Xxxx Xxxxx
Date:_______________________________________
____________________________________________
Xxxxxxx X. Xxxxx
Date:_______________________________________
which is not specifically mentioned in this Amendment. In the event that
Xxxxxxxxx reacquires ownership to any Patent or other intellectual property of
LLI by means of such agreements, or by any other means, Xxxxxxxxx agrees that
the license under the Patents granted by LLI to Xxxxxxxx shall remain in full
force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
below.
Logic Laboratories, Inc.
By: /s/ Xxxxxxx Muscom
-----------------------------------------
_________________, President
Date: 4-1-98
---------------------------------------
/s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxxxxx
Date: 4-1-98
---------------------------------------
Consented to by:
____________________________________________
W. Xxxx Xxxxx
Date:_______________________________________
____________________________________________
Xxxxxxx X. Xxxxx
Date:_______________________________________
