AMENDMENT TO LICENSE AGREEMENT BETWEEN
THE XXXXX FAMILY TRUST AND ELECTRONIC
FUEL CONTROL, INC.
This Amendment is entered into this the 3rd day of January, 2000,
between the XXXXX FAMILY TRUST and ELECTRONIC FUEL CONTROL, INC.
WHEREAS, the XXXXX FAMILY TRUST ("Trust") and ELECTRONIC DUEL CONTROL,
INC. ("EFC") entered into a License Agreement dated May 13, 1996 under which
ELECTRONIC FUEL CONTROL, INC, received certain rights to letters patent owned by
the Trust and the Trust received certain remuneration; and
WHEREAS, the EFC and the Trust have reached agreement on certain
changes to be made to said License Agreement and wish to reduce those changes
to' written form;
NOW, THEREFORE, for and in consideration of the mutual promises;
covenants, warranties, and agreements heretofore made and now set forth in this
Agreement, the parties hereto do hereby agree as follows:
I.
The first sentence of Article 20 of that certain License Agreement
entered into between the Trust and EFC dated May 13, 1996 is hereby stricken in
its entirety and the following language is inserted in lieu thereof:
"This licensing Agreement covering the "Licensed Patented Rights" shall
encompass and be valid within and only within the boundaries of the
continental United States of America, Mexico, Canada, the sovereign
nation of Egypt as the borders thereof are defined on January 3, 0000,
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xxx Xxxxx Xxxxxxx."
II.
The content and language of Article 21 of that certain License
Agreement entered into between the Trust and EFC dated May 13, 1996 is hereby
stricken in its entirety and the following language is inserted in lieu thereof:
"Reserved."
3.
In return for the changes herein agreed upon by the Trust upon
execution hereof by EFC, EFC shall issue or cause to be issued 250,000 shares of
EFC's common voting stock in the name of the Xxxxx Family Trust and deliver said
stock to the Trustee of said Trust. It is agreed that said stock shall be issued
on the basis of the price of EFC common voting stock as reflected on the
exchange where said stock is traded at the close of business on August 5, 1999.
The parties agree that the 250,000 shares of common voting stock issued pursuant
to this Amendment to License Agreement shall not be encumbered by any
restrictions on the sale or transfer thereof extending beyond a period of twelve
(12) calendar months from the date of issuance. Further; EFC agrees that the
ownership percentage held by the Trust in EFC after issuance of said common
voting shares shall not thereafter be diluted nor shall EFC permit said
ownership percentage to be diluted by any act, deed, or conduct of EFC, it
officers, agents, representatives, directors, or other person or entity acting
or purporting to act on its behalf.
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4.
This agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this agreement by
affixing respectively the signature of a duly authorized officer of EFC and by
the Trustee of the Xxxxx Family Trust, this the 4 day of January, 2000.
ELECTRONIC FUEL CONTROL, INC.
/s/ Xxxxx X. Xxxxx
------------------
Xxxxx X. Xxxxx
Its president
/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
Witness
Attested to: CORPORATE SEAL
/s/ Xxxxxxx X. Xxxxx
--------------------
Xxxxxxx X. Xxxxx
Corporate Secretary
THE XXXXX FAMILY TRUST
/s/ Xxxx X. Xxxxxx, Trustee
---------------------------
Xxxx X. Xxxxxx, Trustee
_________________________
Witness
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