EXHIBIT 10.1
YANUK JEANS, LLC
AMENDMENT NO. 1 TO LICENSE AGREEMENT
THIS AMENDMENT NO. 1 TO LICENSE AGREEMENT (the "AMENDMENT") is made as
of this 14th day of July, 2006 (the "EFFECTIVE DATE"), by and between Yanuk
Jeans, LLC, a California limited liability company ("LICENSOR"), and Blue
Holdings, Inc., a Nevada corporation ("ASSIGNEE"), with reference to the
following facts:
A. Licensor and Licensee are parties to that certain License
Agreement dated as of October 5, 2005 (the "LICENSE AGREEMENT"), pursuant to
which Licensor granted to Licensee the exclusive right to manufacture,
commercialize, sell, distribute and exploit apparel products under the brand
"Taverniti So Jeans" throughout the world;
B. The parties now desire to enter into this Amendment to amend
certain provisions of the License Agreement.
NOW THEREFORE, in consideration of the mutual covenants and
conditions herein set forth, it is agreed:
1. AMENDMENT TO SECTION 4(C) OF THE LICENSE AGREEMENT. Section
4(c) of the License Agreement is hereby amended and restated in its entirety to
read as follows:
"(c) Licensee shall, during each Annual Period, pay to Licensor the
non-refundable "Guaranteed Minimum Royalty" listed below, if any,
payable in quarterly installments within thirty (30) days after the end
of each quarter.
"ANNUAL PERIOD" AMOUNT
--------------- ------
YEAR ONE --
YEAR TWO --
YEAR THREE $137,500
YEAR FOUR $162,500
YEAR FIVE $187,500
Upon execution of this Agreement, Licensee shall pay Licensor
Twelve Thousand Five Hundred Dollars ($12,500.00) as an advance to be
applied by Licensor against the third year's Guaranteed Minimum Royalty
due to Licensor hereunder. If, for any reason or no reason, this
Agreement is terminated prior to full application of the Guaranteed
Minimum Royalty delivered to Licensor hereunder, within ten (10) days
following the termination of this Agreement, Licensor shall deliver an
amount equal to the unused portion of any of the Guaranteed Minimum
Royalty to Licensee. The balance of the Guaranteed Minimum Royalty for
the third year shall be paid in three (3) equal quarterly installments,
with the first installment due for the quarter ending March 31, 2006.
If upon termination or expiration of this Agreement the royalties paid
and/or payable by Licensee to Licensor during the Annual Period is less
than the Guaranteed Minimum Royalty for such Annual Period, Licensee
shall pay such difference to Licensor; provided, however, if this
Agreement is terminated due to Licensor's default, in addition to any
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rights and remedies available to Licensee, Licensee shall only be
responsible for Royalties earned under Section 4(a) hereof up to the
date of termination of this Agreement. Royalty payments shall be
credited against the Guaranteed Minimum Royalty. In the event that
during any Annual Period, the actual payments for Royalties under
Section 4(a) hereof exceed the Guarantee with respect to that Annual
Period, no further Guaranteed Minimum Royalty Payments need be made for
such Annual Period."
2. Except as expressly amended herein, all terms and conditions
of the License Agreement are hereby ratified, confirmed and approved
and shall remain in full force and effect. In the event of any conflict
or inconsistency between this Amendment and the License Agreement, this
Amendment shall govern. The provisions of this instrument shall be
governed by the laws of the State of California, without reference to
its conflicts of law principles.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
Effective Date set forth above.
LICENSOR
Yanuk Jeans, LLC
By: /s/ Xxxx Xxxx
-----------------------------------
Name: Xxxx Xxxx
Its:
LICENSEE
Blue Holdings, Inc.
By: /s/ Xxxxxxx Xxxx
-----------------------------------
Name: Xxxxxxx Xxxx
Its: CFO
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