Amended Contract for Assignment of Rights to BVM Bag Invention
AMENDED CONTRACT FOR ASSIGNMENT
OF RIGHTS TO
BVM BAG INVENTION
This Amended Contract for Assignment of Rights to a "BVM Bag" Invention
Agreement hereinafter termed the "Agreement," is executed this 23rd day of
September 2003. The amended terms contained herein are considered to be
effective as of the date of the original agreement dated June 27, 2000, by and
between Xxxxx Xxxxx Xxxx, hereinafter termed the "Developer," who is an
individual resident of California with his principal place of business located
at 000 Xxxx Xxxxxxx Xxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, and Emergency
Filtration Products, Inc., hereinafter termed the "Company," which is a Nevada
corporation with its principal place of business located at 000 Xxxxxx Xxx,
Xxxxx X000, Xxxxxxxxx, XX 00000. This amendment memorializes a verbal agreement
between the Developer and the Company shortly after the date of the original
agreement and amends the terms therein per the provisions of paragraph 10.13 of
the original agreement.
GENERAL CONSIDERATIONS
A. Developer has developed a new and useful Portable Emergency Safety
Resuscitator. This device, itself, is designated the "BVM Bag," and
the BVM Bag plus technology developed from the BVM Bag are designated
the "BVM Bag Invention." The BVM Bag is the subject of the United
States patent no. 6.062.217 and United States patent application
serial no. 09.570.154.
B. Company originally desired to exploit commercially the BVM Bag
Invention.
C. Developer desired to transfer its rights in the BVM Bag Invention to
Company in order to facilitate the commercial manufacturing and
marketing of commercial products involving the BVM Bag Invention.
BASIS FOR REVISED TERMS
A. Since an extensive period of time has now elapsed since the date of
the original agreement and the "BVM Bag" technology has not yet been
fully developed and made ready for market, the parties agree that the
original compensation to the Developer of 120,000 shares of restricted
common stock as described in paragraph 3.01 to be reduced to 20,000
shares. The Company, at the time of the original agreement, issued
20,000 shares of restricted common stock to the Developer and the
remaining 100,000 shares were not issued. Per a verbal agreement
between the parties subsequent to the date of the original agreement,
the remaining 100,000 shares would be issued once the products
associated with the "BVM Bag" technology were fully developed and
ready for market, along with the additional 50,000 shares called for
in paragraph 3.02 of the original agreement, for a total of 150,000
additional shares. This verbal amendment was not reduced to writing
although the parties acted as if the terms were amended. The written
amendments below are to document that both parties agree that the
Company does not currently have any obligation to issue the remaining
150,000 shares of restricted common stock until the technology is
completed and the products are ready for market.
B. Since the original agreement, the Developer has been responsible for
any additional costs and time spent associated with the additional
testing and development of the "BVM Bag" technology. The Company and
the Developer agree that these costs and time spent are the full
responsibility of the Developer and that the Company does not have any
obligation or liability associated with these costs or any further
compensation to the Developer until the technology is completed.
C. Since the original agreement, the Company has eliminated outstanding
options which were to be included in the compensation to Developer,
and Xxxxxxxxx has agreed with such elimination.
The following amendments replace the like-numbered provisions in the
original agreement. Paragraph references in the amendments refer to the numbers
in the original agreement.
AMENDMENTS
ARTICLE III
Compensation
3.01 Initial Stock Payment. Upon execution of this Agreement and the
Assignment required by Paragraph 1.01 above [original agreement], Developer
shall receive twenty thousand shares of restricted stock in Company.
3.02 Additional Stock. Once the "BVM Bag" technology is completed and the
products associated with this technology are ready for market, Company will
convey to Developer one hundred and fifty thousand shares of restricted stock in
the Company. Developer's rights to such shares shall automatically vest upon any
change of ownership covered by Paragraph 3.05 [original agreement].
3.03 Deleted in its entirety.
All other provisions of the original agreement are to remain unchanged.
IN WITNESS WHEREOF, Developer and Company have caused these amendments to
be signed by their duly authorized representatives on the dates indicated.
DEVELOPER:
XXXXX XXXXX XXXX
\S\ Xxxxx Xxxxx Xxxx
Date: 09/23/03
COMPANY:
EMERGENCY FILTRATION PRODUCTS, INC.
ATTEST: \S\ Xxxx Xxxxxxx
\S\ Xxxxx Xxxxxx President
Date: 09/23/03
