AMENDMENT NUMBER 1
TO
LICENSE AGREEMENT
BETWEEN
VERDISYS, INC. AND XXXX XXXXXXX
This AMENDMENT NUMBER 1 TO LICENSE AGREEMENT ("Amendment") is entered into
between Verdisys, Inc., a California corporation, with its principal place of
business at 00000 X. XxXxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000
("Licensee") and Xxxx Xxxxxxx, an individual with his principal place of
business at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000 ("Xxxxxxx") as
of September 4, 2003 and amends and supplements the terms of that certain
License Agreement between the parties dated April 24, 2003 (the "Agreement").
NOW THEREFORE, in consideration of the mutual covenants and promises set
forth in this Addendum and for other good and valuable consideration, the
receipt of which both parties acknowledge, Licensee and Xxxxxxx amend and
supplement the Agreement as follows:
1. The following amendment shall be made to Section 3 of the Agreement
with the intention of removing the 10% license fee on revenues derived from the
use of the Xxxxxxx Technology and replacing it with an immediate delivery of
shares of common stock of Licensee and a flat fee of $500.00 per well drilled
using the Xxxxxxx Technology:
(a) The introductory paragraph to Section 3 shall be modified in its
entirety to read as follows:
3. License Fee. License fee shall be $2,750,000.00, plus 500,000
shares of the restricted common stock of Licensee, plus $500.00 per
well drilled in which the Xxxxxxx Horizontal Technology is utilized in
any form by Licensee or any sub-licensee of Licensee.
(b) The last sentence of Section 3.A shall be modified in its
entirety to read as follows:
3.A. ......Additionally, Licensee will pay to Xxxxxxx as its License
Fees, $500.00 per well drilled in which the Xxxxxxx Horizontal
Technology is utilized in the Licensee's Area.
In addition, in consideration of the restructured license fee, Xxxxxxx
shall be nominated for appointment to a position on the Board of
Directors of Licensee for the upcoming term of the Board and in any
subsequent year in which this Agreement is in effect, all as subject
to the requisite approval of the shareholders of Licensee, as
otherwise required pursuant to the then-in-effect Bylaws and Articles
of Incorporation of the Licensee and the California Corporation Code.
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2. Section 6 of the Agreement shall be modified to read as follows:
6. Term. This Agreement shall become effective upon execution by
both parties of this Agreement and shall continue until the expiration
of the patent(s) on the technology licensed by Xxxxxxx to Licensee
hereunder, all as subject to earlier termination as otherwise
expressly provided herein.
3. Section 7.B of the Agreement shall be deleted in its entirety, with
the intention of negating either party's ability to terminate the Agreement
without cause upon sixty (60) days advance written notice:
7.B This Agreement shall terminate upon the expiration of the
patent(s) on the technology licensed by Xxxxxxx to Licensee hereunder.
4. Xxxxxxx hereto acknowledge that subsequent to the entry of the parties
hereto into the Agreement, Licensee merged (the "Merger") with and into a
California corporation formerly known as Reconstruction Data Group, Inc.
("RDGI"), which upon consummation of the Merger, was the surviving entity of
such Merger and which thereupon changed its name to Verdisys, Inc. Xxxxxxx
acknowledges that pursuant to the terms of the Merger, the rights granted
Licensee under the Agreement now reside with RDGI and further, that the effect
of the Merger works no violation or breach upon the terms and conditions of the
Agreement and that such Agreement remains in full force and effect.
5. Capitalized terms not otherwise defined in this Amendment will have
the meaning set forth in the Agreement.
6. Except as supplemented and amended in this Amendment, the Agreement
will remain in full force and effect.
IN WITNESS WHEREOF, Xxxxxxx and Licensee have caused this Amendment to be signed
by their respective officers thereunto duly authorized as of the date first
written above.
"Licensee" "Xxxxxxx"
VERDISYS, INC.
By:
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Xxx Xxxxxxxx, CEO Xxxx Xxxxxxx
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