EXHIBIT 10.3
AMENDMENT TO LICENSE AGREEMENT
This amendment to the Agreement ("Amendment") when executed by both parties, is
effective as of the 25" day of September, 2003, by and between Genio Group Inc.
("Licensee") and Marvel Characters, Inc. and Marvel Enterprises, Inc.
("Marvel"). For the avoidance of doubt Licensee acknowledges and agrees Genio
Group Inc. is the parent company of Genio Inc. and Tele-V, Inc.
Reference is made to the license agreement between Licensee and Marvel dated
27th day of March, 2003 (the "Agreement"). All terms used herein which have been
defined in the Agreement shall have the same meaning as set forth in the
Agreement.
In consideration of One Dollar ($1.OO) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Marvel and Licensee hereby agree that the Agreement is "amended as follows:
1. Section l(k) - Rovalty Rate: shall be deleted in its entirety and r eplaced
with the following:
The Royalty Rates identified below shall be applied retroactively against Nets
Sales commencing on March 27, 2003 with all additional royalties due payable
with the next royalty payment.
Cumulative Net Sales Royalty Rate
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$0 - $10,000,000 Twelve percent (12%) of Net Sales.
$10,000,001 - $20,000,000 Sixteen percent (16%) of Net Sales.
$20,000,00 1 - + Eighteen percent (18%) of Net Sales.
Seven Percent (7%) of Retail Sales for all direct to consumer sales.
Four and one half percent (4.5%) shall be added to Royalty Rates if Licensed
Articles are sold F.O.B. from a shipping point outside of the United States.
2. In addition to the Advertising and Promotion Commitment in the Agreement,
Licensee shall receive two (2) additional pages of advertising in Marvel's Comic
Books at no cost.
In the event of any inconsistency between the terms of this Amendment and the
terms of the Agreement, the terms of the Amendment shall prevail. Except as
specifically amended hereby, all provisions of the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, and intending to be legally bound thereby the parties hereto
have caused this instrument to be duly executed as of the day and year first
above written.
MARVEL CHARACTERS, INC.
MARVEL ENTERPRISES, INC. GENIO GROUP, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇-▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇-▇▇▇▇
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Title: President and CEO Title: CEO
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Date: September 30, 2003 Date: September 30, 2003
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