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EXHIBIT 10.19
AMENDMENT
AMENDMENT, dated as of December 31, 1998, to License Agreement
("Agreement"), dated as of March 1, 1995, by and between Xxxx Xxxxxx and Great
White Shark Enterprises, Inc. (collectively, "Xxxxxx") and Visual Edge Systems
Inc. ("Licensee"), as amended on April 19, 1996, October 18, 1996 and June 3,
1997.
Xxxxxx and Licensee hereby agree as follows:
1. (a) As consideration for entering into this Amendment, Licensee
agrees to pay to Xxxxxx a fee equal to:
(i) 200,000 shares of common stock of Licensee;
(ii) an option to purchase 100,000 shares of
common stock of Licensee, with an exercise
price of $1.00 per share, such options to be
immediately vested;
(iii) 25,000 options currently held by Norman,
repriced to $1.00 per share; and
(iv) 72,000 shares of common stock of Licensee,
representing the portion of 102,000 shares
of common stock of Licensee previously
purchased by Xxxxxx but not yet delivered to
Xxxxxx.
(b) During each year of a Renewal Term (as defined in the
Agreement), Licensee shall pay to Xxxxxx a guaranteed non-refundable fee of
$500,000 in cash.
(c) Notwithstanding the foregoing, if a Change of Control (as
defined below) shall occur, the parties shall determine the aggregate amount
paid by Licensee to Xxxxxx between January 1, 1999 and June 30, 2000. If such
amount is less than $1,680,000, then Norman, at its sole discretion, may request
that the new controlling persons of Licensee pay to Xxxxxx the amount of such
difference within thirty days after June 30, 2000. For purposes hereof, "Change
of Control" means (i) all or substantially all of the assets of Licensee are
sold or disposed of, in one or in a series of transactions, to any "Person" or
"Group" (as such terms are used in Sections 14(d)(2) and 13(d)(3), respectively,
of the Securities Exchange Act of 1934, as amended); or (ii) an event or series
of events (whether a stock purchase, merger, amalgamation,
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consolidation or other business combination or otherwise) by which any "Person"
or "Group" (as such terms are used in Sections 14(d)(2) and 13(d)(3),
respectively, of the Securities Exchange Act of 1934, as amended) is or becomes
the "beneficial owner" (as defined under Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) directly or indirectly of thirty percent (30%)
or more of the combined voting power of the then outstanding common stock of
Licensee, other than Infinity Investors Limited, any of its affiliates or Xxxxxx
Interglobal, Ltd.
2. Paragraph 1.1.17 of the Agreement is deleted and replaced in its
entirety by the following:
"1.1.17 "Net Revenues" means total revenues, computed in
United States Dollars, derived by Licensee and its Affiliates
from the Sale of the Product at retail to Customers."
3. Paragraph 1.1.22 of the Agreement is deleted and replaced in its
entirety by the following:
"1.1.22 "Product" or "Products" means severally a videotape,
CD-ROM or other similar medium (or the printed version
thereof), sold by the Licensee under the name "One-on-One with
Xxxx Xxxxxx," that is given or sold to a consumer upon use of
the Concept in which Xxxx Xxxxxx'x golf swing is compared to
the user's golf swing using audio and video analysis of both
swings."
4. Paragraph 2.2 of the Agreement is amended by deleting the first
sentence thereof and replacing it with the following:
"The first term shall be from July 1, 1996 to December 31,
2001 (the "First Term")."
5. Paragraph 5.1 of the Agreement is deleted in its entirety.
6. Paragraph 5.2 of the Agreement is deleted and replaced in its
entirety by the following:
"5.2 (a) Subject to clause (b) below, on the fifteenth day of
each calendar month, Licensee shall pay to Xxxxxx a royalty
payment equal to (i) 13% of all Net Revenue derived from
aggregate Sales of the Product commencing January 1, 1999,
until such Sales shall total $24,172,000, and (ii) 8% of all
Net Revenue derived from aggregate Sales of the Product
commencing January 1, 1999 in excess of $24,172,000.
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(b) To the extent Licensee must make royalty payments at a
rate of 13% pursuant to clause (a)(i) above, Licensee shall
(i) pay in cash the portion of such payments equal to 8% of
Net Revenue derived from Sales of the Product and (ii) apply
all additional amounts to payments previously made by Licensee
to Xxxxxx.
7. Paragraphs 5.3 and 5.10 of the Agreement are deleted in their
entirety.
8. Paragraph 5.12 of the Agreement is amended by deleting the reference
to "$10.00" contained therein and replacing it with "$1.00".
9. This Amendment may be executed by one or more of the parties hereto
on any number of separate counterparts and all of such counterparts taken
together shall be deemed to constitute one and the same instrument. A facsimile
copy of the signature of any party hereto shall be as effective as an original
copy of such signature.
10. Except as expressly modified hereby, the Agreement, as amended to
date, shall remain in full force and effect.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
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Xxxx Xxxxxx
GREAT WHITE SHARK ENTERPRISES, INC.
By:
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VISUAL EDGE SYSTEMS INC.
By:
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Xxxx Xxxxxxxx
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