EXHIBIT 10.45
FIRST AMENDMENT TO PURCHASE, SALE AND LICENSE AGREEMENT
THIS FIRST AMENDMENT is entered into as of the 31st day of January,
2004, by and between Planet Polymer Technologies, Inc., a California corporation
("Planet"), and Xxxx Enterprise LLC, a Nevada limited liability company
("Xxxx").
RECITALS
A. The parties have heretofore entered into that certain
Purchase, Sale and License Agreement (the "Agreement"). Pursuant to the
Agreement, Xxxx has been making payments to Planet in accordance with its terms.
X. Xxxx has requested that the payments due under the Agreement
on February 1, 2004, and March 1, 2004, be deferred, and Planet is willing to
defer the due date of said payments until June 1, 2005, and July 1, 2005,
respectively, provided that Xxxx makes an additional payment of $4,600.00 on
August 1, 2005.
C. The parties desire to amend the Agreement to provide for the
foregoing deferments and additional payment.
NOW, THEREFORE, the parties agree as follows:
1. The Agreement is hereby amended by deferring the due date of
the payment of Eleven Thousand Five Hundred Dollars ($11,500.00) originally due
under the Agreement on February 1, 2004, until June 1, 2005. The Agreement is
hereby further amended by deferring the due date of the payment of Eleven
Thousand Five Hundred Dollars ($11,500.00) originally due under the Agreement on
March 1, 2004, until July 1, 2005. All other payments due under the Agreement
shall not be affected and shall be due on their originally scheduled due dates,
with the next scheduled payment being due on April 1, 2004.
2. In consideration of the foregoing deferments, Xxxx shall pay
to Planet on August 1, 2005, the sum of Four Thousand Six Hundred Dollars
($4,600.00). In further consideration of the foregoing deferments, Xxxx agrees
that its sole remedy for any obligation of Planet under the Agreement to Xxxx,
including, without limitation, any right to indemnification from Planet, shall
be Xxxx'x right to setoff, which right of setoff shall be applied first to
monthly installments due from Xxxx to Planet in the reverse order of when such
installments are due (i.e., a setoff would first be applied against the payment
due August 1, 2005) and then against royalty payments.
3. The Secured Promissory Note, dated May 1, 2003 (the "Note"),
that Xxxx executed and delivered to Planet to evidence the payments due from
Xxxx to Planet under the Agreement, is hereby amended to reflect the foregoing
deferments and additional payment. Planet shall add a notation to the original
Note to indicate that its terms have been modified by this First Amendment.
4. This First Amendment may be executed in counterparts. When
each party has executed and delivered identical counterparts, this First
Amendment shall be deemed to be effective. The delivery of a signed counterpart
by facsimile transmission shall be binding upon the signer (nevertheless, each
party agrees to deliver to the other party an original, signed counterpart of
this First Amendment).
5. As amended by this First Amendment, the Agreement and the Note
shall continue to be in full force and effect, and are hereby ratified and
confirmed.
IN WITNESS WHEREOF, the parties have caused this First Amendment to be
executed by their duly authorized signatories, as of the date first above
written.
Planet Polymer Technologies, Inc.,
a California corporation
By: ______________________________
Name: X. Xxx Xxxxx
Its: President
Xxxx Enterprises LLC,
a Nevada limited liability company
By: ______________________________
Xxx Xxxxxxx, Manager
