================================================================================
AMENDMENT TO MARKETING AND DISTRIBUTION AGREEMENT
THIS AMENDMENT TO MARKETING AND DISTRIBUTION AGREEMENT is made and
entered into this 31st day of March, 2006 by and between CirTran Corporation, a
Nevada corporation ("CTC"), and Xxxxxxxxxx Business Development, Inc., a Florida
corporation ("HBD").
RECITALS
A. CTC and HBD are parties to a Marketing and Distribution Agreement
dated as of October 18, 2005 (the "Original Agreement") relating to the
marketing and distribution rights for the Perfect Grill No. PG-388, an electric
indoor grill as described in the Original Agreement (the "Products").
B. Pursuant to the Marketing and Distribution Agreement, CTC has
licensed to HBD the right to prepare an Infomercial ("Infomercial") to advertise
the Products.
C. CTC has entered into a Talent Agreement pursuant to which Xxxxxxx
Xxxxxxxxx ("EH") will appear in the Infomercial and endorse the product.
D. The parties desire to amend the Original Agreement.
NOW THEREFORE, in consideration of the mutual covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound,
the parties agree as follows:
1. Sublicense of Performer's Endorsement. CTC has entered into a
Talent Agreement dated March 8, 2006 (the "Talent Agreement") with Xxxxxxxxx
Management ("HM"). The Talent Agreement provides, among other things, that EH
will endorse the Electric Indoor Grill which is described in the Original
Agreement and that EH will appear in an Infomercial and unlimited shorter "spot"
advertisements made from the Infomercial or from other footage shot in the
course of producing the Infomercial that will demonstrate and promote the
Product (the Infomercial and spot advertisements, collectively, are the
"Programs"). Subject to the terms of the Talent Agreement, CTC hereby
sublicenses to HBD CTC's rights to use the Performer's Endorsement (as defined
in the Talent Agreement) in connection with the Endorsed Product and Accessories
(as also defined in the Talent Agreement) within the Territory during the term
of the Original Agreement.
2. Specific Obligations Under Talent Agreement. All rights of HBD to
use Performer's Endorsement are subject to the terms of the Talent Agreement.
Without limiting the generality of the foregoing, HBD agrees as follows:
(a) HBD will pay EH's travel expenses to tape the Infomercial as
described in section 2(a) of the Talent Agreement.
(b) The time required for EH's taping of the Infomercial will comply with
the restrictions of Section 1(a) of the Talent Agreement. HBD will notify
CTC when Performer has made a firm appointment for the taping of
Performer's portion of the Programs.
(c) HBD will xxxxx XX the review rights described in Section 1(c) of the
Talent Agreement.
(d) HBD's right to use Performer's Endorsement is limited to the
Permitted Uses described in Section 1(d) of the Talent Agreement and is
otherwise subject to the Talent Agreement, including Section 12(d)
regarding post-termination usage.
(e) HBD will not create or suffer a grounds for termination by HM of the
Talent Agreement pursuant to Section 12(c) thereof.
3. Royalties.The parties acknowledge that CTC is responsible for
royalties payable pursuant to the Talent Agreement.
4. Amendment to Schedule. In connection with the sublicense of the
Performer's Endorsement, Schedule 1 to the Original Agreement shall be amended
as follows:
(a) The price of the Electric Indoor Grill with Deluxe stand including
three Plates is increased by the greater of $1.75 or 5% of the Price
originally stated on Schedule 1 (i.e. the Price if the package is sold
for $100 or less is now $26.75 and if the package is sold for more than
$100 the Price is $28.25.
(b) The Price of the other optional or accessory plates is increased by
5%.
5. Original Agreement. Except as expressly set forth herein, the
Original Agreement shall remain in full force and effect. Nothing contained in
this Amendment shall constitute a waiver of any breach or default which a party
is otherwise entitled to assert pursuant to the Original Agreement and related
security documents.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.
CIRTRAN CORPORATION
By: /s/ Xxxxx Xxxxxxxx
-------------------
Xxxxx Xxxxxxxx
President
XXXXXXXXXX BUSINESS DEVELOPMENT, INC.
By: /s/ Xxx Xxxxxxxxxx
------------------
Xxx Xxxxxxxxxx
President
2
--------------------------------------------------------------------------------
