TECHNOLOGY LICENSE and DISTRIBUTION AGREEMENT AMENDMENT
Exhibit 10.1
TECHNOLOGY
LICENSE
and
DISTRIBUTION
AGREEMENT
AMENDMENT
THIS AMENDMENT TO THE TECHNOLOGY
LICENSE and DISTRIBUTION AGREEMENT by and between XXXXX XXXXX AND ASSOCIATES,
INC., a Colorado Corporation, its successors, affiliates, and
assigns, Xxxxxx Xxxxxxxx an individual residing in the State of
Arizona, his successors, and assigns (hereinafter all collectively referred to
as the "Licensee") and, FUEL CONCEPTS LLC, an Ohio Limited Liability Company,
its successors, affiliates, and assigns (hereinafter all collectively
referred to as the “Licensor” or “Owner”) is made and effective as of
this 18th day of June, 2009 and shall amend certain Sections of the
original THE TECHNOLOGY LICENSE and DISTRIBUTION AGREEMENT made and effective
the 1st day of August, 2008 (hereinafter all collectively referred to as the
Original Agreement).
As provided for under Section M of the
Original Agreement, the following text shall amend Section 4
and Section 5 of the Original Agreement as follows:
4. As
consideration
for this Agreement, Licensee shall pay an initial, one time only payment to
Owner of 1,000,000 shares of Licensee’s $.001 par value common stock. This
payment shall be paid during the initial term of the Agreement and no additional
payments of shares of Licensee’s common or
preferred stock shall be required as consideration for any future option periods
as defined in Section 1 of the Original Agreement. The Shares shall be fully
paid for and non-assessable when issued and shall bear a restrictive
legend in accordance
with the rules and regulations of the United States Securities and Exchange
Commission.
5. As additional consideration
for this Agreement, during the first year of the term of the Agreement, Licensee
shall pay to Owner a royalty of Forty ($40.00) US Dollars and Zero
cents from “Net Receipts” on all sales over and above
Six Thousand (6,000) units for the initial calendar year of all products sold
embodying the Technology. Subsequent to the first year of the
Agreement, and each and every year thereafter including all
option periods, Licensee shall pay to Owner a royalty of Forty ($40.00) US
Dollars and Zero cents from “Net Receipts” on all of products sold
embodying the Technology. This royalty shall be paid out of the net
receipts from the sales of products covered under this
Agreement. Licensee's "net receipts" are defined as actual revenue
derived and collected from the sale of products sold at Licensee's wholesale
price less hard costs for manufacturing. No Owner royalty shall be
paid in connection with free or promotional goods. "Hard costs" means all costs
incurred with respect to the manufacture, distribution and sale of products
embodying the Technology including without limitation, graphic design, artwork,
printing, including proofs and color separations, physical manufacturing and
duplication, packaging and shipping of said products. Hard costs do not include
warehousing, accounting, distribution and internet, television, radio and retail
advertising, marketing and promotion.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year first above written.
"OWNER"
FUEL
CONCEPTS, LLC a Ohio Limited Liability Company
EIN#
000000000
XXX
XXXXXX
By: Xxx
Xxxxxx
Its:
Managing Member
"LICENSEE"
XXXXX
YOUNG AND ASSOCIATES, INC., a Colorado Corporation
EIN#
__________________________
XXXX
XXXXXXXX
By: Xxxx
Xxxxxxxx
Its:
President
"LICENSEE"
Xxxxxx
Xxxxxxxx, an Individual
By: XXXXXX
XXXXXXXX
Xxxxxx
Xxxxxxxx
