EXHIBIT 10.1
CONFIDENTIAL
MARKETING AND LICENSE AGREEMENT
FIRST AMENDMENT
This first amendment to the Agreement is entered into by and between
GENERAL PLASTIC INDUSTRIAL CO., LTD. (hereinafter referred to as "GPI") and
Color Imaging, Inc. (hereinafter referred to as "CI") (together both hereinafter
referred to as "parties") and becomes effective July 31, 2005 (hereinafter
referred to as the "First Amendment").
WHEREAS, CI is no longer marketing or selling the Licensed Products to
national retail stores or the office superstores (hereinafter "Chain Stores"),
and GPI wishes to pursue these and other Licensed Products marketing and sales
opportunities directly or through others; and
WHEREAS, GPI and CI wish to continue the license and royalty
arrangement for the Licensed Products.
NOW, THEREFORE, for and in consideration of the premises and promise
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree to
amendment the Agreement as follows:
1. Article I paragraphs 1.1 and 1.2 are hereby deleted and replaced with
the following:
1.1 Grant of License. GPI hereby grants to CI a non-exclusive license to
sell Licensed Products, offer to sell Licensed Products, and import and export
Licensed Products for use or sale in the Field, free from suit by GPI for patent
infringement worldwide. Notwithstanding anything in this Agreement or otherwise,
CI agrees that GPI retains any and all of GPI's intellectual property rights in
the Licensed Products.
1.2 Limitation. The grant of the license by GPI to CI is expressly
conditioned upon CI's cessation of directly marketing or selling the Licensed
Products to Chain Stores.
Article II paragraph 2.1 is hereby deleted and replaced with the following:
2.1 Marketing Expenses. Unless otherwise provided for in the Agreement, as
amended, GPI and CI shall each be responsible for their own Licensed Products
promotional expenses.
IN WITNESS WHEREOF, the parties hereto have each caused a duly
authorized officer to sign this Agreement to be effective as of the July 31,
2005.
CI: GPI:
Color Imaging, Inc. General Plastics Industrial Co., Ltd.
/S/ XXXXXXX XXXX /S/ JUI-XXX XXXX
By: By:___________________________________
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Name: Xxxxxxx Xxxx, Ph. D. Name: Jui-Xxx Xxxx
Title:President Title: President
07/20/05 07/20/05
Date: Date: ________________________________
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[CI SEAL] [CORPORATE SEAL]
