CONTRACT MODIFICATION OF LICENSING AGREEMENT SIGNED ON MARCH 15, 2005
This contract is entered in to between Nuclear Solutions, Inc. (NSOL) with
a primary mail address of 0000 Xxxxxxxxxxx Xxx. XX, #000, Xxxxxxxxxx XX, 00000,
Xxxxxxx Xxxxx, (PH) the President of Nuclear Solutions with a primary business
address of 0000 Xxxxxxxxxxx Xxx. XX, #000, Xxxxxxxxxx XX, 00000, and I.P.
Technology Holding, Inc. (IPTH) with a primary business address of 000
Xxxxxxxxxx Xxxxx, Xxxx 0, Xxxx Xxxxxx, Xxx Xxxxxx 00000.
WHEREAS NSOL and IPTH entered in to a licensing agreement (LG) on March
15, 2005; and NSOL, ITPH, and PH desire to modify same;
WHEREAS, under the terms of the LG, IPTH is required to tender payments to
NSOL on a certain payment schedule; which ITPH now desires to modify;
WHEREAS NSOL has previously allowed IPTH to defer scheduled payments due
under the LG; and is not adverse to modifying the payment schedule;
WHEREAS the terms of the LG did not require IPTH to Co-Brand the products
which are the subject of the LG with NSOL; and NSOL now desires that said
products be Co-Branded which ITPH is not adverse to;
WHEREAS the terms of the LG required that no IPTH payments be used for
executive compensation; and NSOL now desires to use a percentage of said
payments for executive compensation;
WHEREAS NSOL intends to pay PH regular compensation of a minimum of
$80,000 for the 2006 fiscal year; and desires to use a percentage of the IPTH
payments to for said compensation;
WHEREAS PH is owed an additional $542,987 in deferred compensation by
NSOL;
WHEREAS IPTH is not adverse to some of its payments being used for officer
compensation;
NOW, THEREFORE, in consideration of the mutual covenants contained herein;
1. IPTH does hereby agree
a. All products sold under the LG shall be Co-Branded with NSOL's brand
of choice in a fashion approved by NSOL. IPTH and NSOL's brands
shall be approximately the same size. Neither party shall
unreasonably with hold approval of each other's brands.
b. The LG is hereby modified to allow NSOL to use up to 20% of each
payment made by IPTH to NSOL for executive compensation
c. IPTH will pay all funds deferred prior to this modification
($525,416) on or before 15 days after the filing of NSOL's 2005
annual report.
d. IPTH agrees to be responsible to any liabilities, including but not
limited to, tax liabilities, arising from PH's assignment of
deferred compensation or the compensation itself and hereby
acknowledges that this compensation is at risk of never being paid.
2. NSOL does hereby agree
a. To allow IPTH to make all currently owned and future payments under
the LG on a biannual basis, specifically on 6-31-and 12-31
respectively.
b. To guarantee to PH a minimum of $80,000 paid in cash towards the
2006 fiscal year salary obligation to PH.
3. PH does hereby agree
a. To irrevokably assign all $542,987 in deferred compensation owed by
NSOL to PH over to IPTH.
4. All parties do hereby acknowledge the considerations listed herein, all
terms listed herein and do hereby affirm that said terms and
considerations are good, valuable and sufficient in lieu of that which
they are providing in return.
5. This contract is a modification to the licensing agreement signed on March
15, 2005 by NS and IPTH. All future modifications to this agreement must
include all parties to this agreement. Not withstanding the aforesaid, The
term of the LG, for the life of the patent of which the license is the
subject, does hereby stand, however, NS may, without consulting IPTH make
additional agreements with PH so long as the terms herein are adhered to
as a minimum.
6. All other provisions of the LG agreement shall continue to apply and this
agreement is subsumed as part of the LG agreement with the terms herein
taking precedent over any terms in the original LG agreement.
WITNESS the following signatures and seals:
Date: (SEAL)
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Xxxxxxx Xxxxx for Nucelar Solutions, Inc.
Date: (SEAL)
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Xxxxxxx Xxxxx for himself
Date: (SEAL)
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Xxx Xxxxx for I.P. Technology Holding, Inc.
