INNOPUMP, INC.
INNOPUMP,
INC.
000
XXXXXXX XXXXXX
XXXXX
0000
XXX
XXXX, XX 00000
June
16,
2006
Xxxxxxx
Xxxxxxx
Xxxxxxxxxxxxxxxxx
00
00000
Xxxxxxxxxxxxx Xxxxxxx
Re:
Amended
and Restated License Agreement - Royalty and Consulting Payments
Dear
Xxxxx:
Reference
is hereby made to that certain Sub-License Agreement (“Sub-License”) dated May
25, 2005 (effective June 1, 2005) between Sea Change Group, LLC (“Sea Change”)
and Innopump, Inc. (“Innopump”) whereby Innopump acquired the rights of, and
agreed to perform the obligations of, Sea Change under the Amended and Restated
License Agreement dated January 1, 2003 between you, Xxxxxxx Xxxxxxx, (as
assignee of Xxxxx Xxxxxxx) and Sea Change (“License Agreement”). This letter
shall confirm our recent discussions and agreement in connection with certain
payments and responsibilities thereunder.
| I. |
We
jointly acknowledge that as of June 30, 2006 Innopump shall owe the
following payments under the License Agreement, which will be the
only
outstanding amounts due under the License Agreement (collectively
the
“June 30 Obligations”):
|
| A. |
Royalties
of $350,000 due through June 30, 2006,
and;
|
| B. |
Technical
consulting payments of $175,000 due through June 30,
2006.
|
| II. |
You,
Xxxxxxx Xxxxxxx, and Innopump have agreed that the June 30 Obligations
may
be paid as follows: $250,000 no later than December 31, 2006 but
no later
than ten (10) business days after the completion of the merger of
Innopump
with Cars Unlimited currently being finalized by Innopump (“Merger”) and
further consent and agree as
follows:
|
| A. |
$150,000
of the $250,000 shall be applied to royalty obligation. $100,000
of the
$250,000 shall be applied to consulting
obligation.
|
| B. |
Through
June 30, 2006 after giving effect to the $250,000 payment, the total
amount of royalty payments due under the License Agreement would
be
$200,000 and the total amount of technical consulting payments due
under
the License Agreement would be $75,000 for a total of $275,000 (“Royalty
and Consulting Balance”)
|
| C. |
Innopump
shall not be in default under the License Agreement and Sub-license
with
respect to these payments, or any other royalty
payments:
|
| 1. |
so
long as all royalty payments accruing on actual sales after June
30, 2006
are paid when due and the balance, if any, of minimum royalties accruing
under the License Agreement (after crediting actual royalties paid)
are
brought current and paid no later than July 1, 2007;
and
|
| 2. |
The
Royalty and Consulting Balance is paid on the following schedule,
or
sooner:
|
|
1.
|
January
1, 2007 - $75,000
|
|
2.
|
April
1, 2007 - $100,000
|
|
3.
|
July
1, 2007 - $100,000
|
| D. |
All
other terms and conditions of the License Agreement and Sub-license
are
hereby confirmed and remain in full force and
effect.
|
If
the
foregoing correctly sets forth our agreement, kindly sign and return the
enclosed copy of this letter and it shall therefore become a binding agreement
between us.
|
Very
truly yours,
Innopump,
Inc.
|
||
| |
|
|
| By: | ||
|
Xxxxxxxx
Xxxxxxxxx
CEO
|
||
|
AGREED
AND ACCEPTED:
|
|||
|
Xxxxxxx
Xxxxxxx
|
