Exhibit 10.16 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 Developer has agreed with such
elimination.
1
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
