AMENDMENT TO JOINT VENTURE AGREEMENT DATED FEBRUARY 18, 2000, AND AMENDED JOINT VENTURE AGREEMENT DATED JANUARY 15, 2002, MADE BETWEEN AVANI O2 WATER SDN. BHD. (called AOW) AND AVANI INTERNATIONAL GROUP INC. (called AIG).
AMENDMENT TO JOINT VENTURE AGREEMENT DATED FEBRUARY 18, 2000, AND AMENDED JOINT VENTURE AGREEMENT DATED JANUARY 15, 2002, MADE BETWEEN AVANI O2 WATER SDN. BHD. (called AOW) AND AVANI INTERNATIONAL GROUP INC. (called AIG).
Reference is hereby made to that certain Amendment to Agreement dated February 18, 2000 and Amendment to Joint Venture Agreement dated January 15, 2002 by and between Avani O2 Water SDN. BHD. (“AOW”) and Avani International Group, Inc. (“AIG”) (the “Joint Venture Agreement”).
The parties hereto desire to amend, modify, and change the Joint Venture Agreement dated February 18, 2000 and Amended Joint Venture Agreement dated January 15, 2002 as follows:
| 1. | AIG and AOW agree to revise
the frequency of royalty payment from yearly to quarterly from Joint Venture
Agreement dated February 18, 2000. The clause 5.1 is amended as follows: |
|
“5.1 The 2% gross revenue
royalty will initially be calculated annually, based on AOW’s annual
audited financial statements. For purpose hereof, “gross revenues”
mean the aggregate cash or kind received by AOW from the sale of its Product.
Unless otherwise challenged, the financial statements prepared by the
independent auditing firm will be considered definitive. Initially the
royalty will be payable within 60 days of preparation of the annual audited
financial statements; however, once AOW has completed one profitable year,
the royalty will be calculated quarterly on the last day of each of March,
June and September of each year and payable within 60 days of the end
of each quarter. In each year, the determination of annual gross revenues
will be calculated by the independent auditors, and any difference in
payment of the royalty will be either paid by AOW or offset against the
next annual payment made by AOW.” |
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| 2. | Both parties agree to revise
the definition of net profit and frequency of profit sharing payment.
The clause of 6.1 from Amended Joint Venture Agreement dated January 15,
2002 is amended as follows: |
|
“6.1 In consideration
of AIG contributing and incurring the costs of contributing the Equipment
and ancillary installation services, AOW agrees to pay AIG 30% of the
net profits realized by AOW in each quarter, payable within 90 days of
the end of each quarter. For purposes hereof “net profits” will
be net profits before tax calculated in accordance with US GAAP, as determined
by an independent firm of auditors acceptable to both parties.” |
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Inclusive of the amendments, modifications, and changes stated herein, the parties do hereby confirm that the Joint Venture Agreement is binding and in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be entered on January 23, 2003 and be effective as January 1, 2002.
Signed, Sealed and Delivered by
AVANI INTERNATIONAL GROUP INC.
| in the presence of: | AVANI INTERNATIONAL GROUP INC. |
| _________________ | Per: /s/ Xxxxxx Xxxx |
| Witness | |
| Ground & 1st Floor, Bangunan BKA, | |
| Xxx 00, Xxxxx Xxxxxx X0/00, | |
| Xxxxxxx X0, 00000 Xxxx Xxxx, | |
| Xxxxxxxx Xxxxx Xxxxx, Xxxxxxxx | |
| Address | |
| Signed, Sealed and Delivered by | |
| AVANI O2 WATER SDN. BHD. | |
| in the presence of: | AVANI O2 WATER SDN. BHD. |
| ____________________ | Per: /s/ Chin Xxx Xxx |
| Witness | |
| Ground & 1st Floor, Bangunan BKA, | |
| Xxx 00, Xxxxx Xxxxxx X0/00, | |
| Xxxxxxx X0, 00000 Xxxx Xxxx, | |
| Xxxxxxxx Xxxxx Xxxxx, Xxxxxxxx | |
| _____________________ | |
| Address |
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