EXHIBIT 10.2
AMENDMENT NO.1
TO
LICENSE AGREEMENT
This AMENDMENT NO.1 TO LICENSE AGREEMENT ("Amendment No. 1") dated June 25,
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1999 is by and between Xxxxx X. Xxxxxxxxx & Associates, a Texas general
partnership ("Grantor"), and TexMont, Inc., a Nevada corporation ("Licensee").
WHEREAS, Grantor and Licensee are parties to that certain License
Agreement (the "Preexisting Agreement") dated as of May 28, 1999 and attached to
the minutes of the April 28, 1999 meeting of the Company's Board of Directors,
granting Licensee an exclusive private label license for the Biocatalyst and
Biomas products in Washington and Oregon; and
WHEREAS, Grantor and Licensee wish to confirm, clarify and modify certain
terms of the License Agreement;
NOW THEREFORE, the parties hereto agree as follows:
1. Definitions; References.
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Capitalized terms not defined in this Amendment No. 1 shall have the
meanings given them in the Preexisting Agreement. References in the Preexisting
Agreement and this Amendment No. 1 to the "Agreement" shall refer to the
Preexisting Agreement as amended by this Amendment No. 1, and words such as
"herein", "hereinafter" or other words of similar import shall likewise be
construed as referring to the Preexisting Agreement as amended by this Amendment
No. 1.
2. Confirmation of Agreement.
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This Amendment No. 1 amends the Preexisting Agreement. Terms of the
Preexisting Agreement not amended by this Amendment No. 1 continue in full force
and effect, and are hereby ratified and confirmed by the parties.
Amendment No. 1 to License Agreement
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3. Preexisting Agreement.
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The Preexisting Agreement supersedes and replaces in its entirety any prior
License Agreement (a "Superseded Agreement"), by and between Grantor and
Licensee. Any Superseded Agreement is null, void, of no force or effect, and
each party hereby releases, if any, its rights, or any obligations of the other,
thereunder.
4. Termination for Convenience.
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At the end of paragraph (a) of the first Section 2.02 of the Preexisting
Agreement, the following sentence is added: "This Agreement may be terminated by
Licensee upon the giving of notice as herein provided."
5. Licensee's Control Over Business.
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A new Section 5.06 is added: "5.06 Licensee's Control Over Business.
Licensee shall establish the means by which it satisfies its obligations under
Sections 5.01 and 5.05. Grantor shall have no right to enforce, and no action
shall accrue under, such provisions until this Agreement shall have been in
force for more than one year and Licensee shall have failed to meet its minimum
purchase requirements set forth in Exhibits A and C."
6. Minimum Purchase Requirements.
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The Purchase Obligations set forth on Exhibit C are hereby modified so that
Licensee's minimum purchase requirement shall be [*]. In addition, the following
sentence is hereby added after the last sentence on Exhibit C: "Grantor shall
have no right to enforce, and no action shall accrue in respect of, Licensee's
Purchase Obligations until this Agreement shall have been in force for more than
one year."
Amendment No. 1 to License Agreement
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[*] Information omitted and filed separately with the SEC pursuant to request
for confidential treatment under Rule 406 under the Securities Act of 1933,
as amended.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
GRANTOR: LICENSEE:
XXXXX X. XXXXXXXXX & ASSOCIATES TEXMONT, INC.
/s/ Xxxxx Xxxxxxxxx /s/ Xxxx Xxxxxx
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By Xxxxx X. Xxxxxxxxx By Xxxx X. Xxxxxx
Its General Partner Its President
Amendment No. 1 to License Agreement
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