EXHIBIT 10.11 FIRST SUPPLEMENT TO LICENSE AGREEMENT
FIRST SUPPLEMENT TO LICENSE AGREEMENT
THIS FIRST SUPPLEMENT TO LICENSE AGREEMENT (the "Supplement ") is
made and entered into effective as of the _____ day of May, 1998 by and among
Xxxxxxx Gold Group, Inc. ("Xxxxxxx"), LS Capital Corporation ("LS
Capital"), Desert Minerals, Inc. ("DMI"), Zeotech Industries, Inc. ("Zeotech")
and Xx Xxxxxxx ("Xxxxxxx"), on the one hand, and Xxxxxxx Xxxxxxx ("Xxxxxxx"), on
the other hand.
Recitals
WHEREAS, Xxxxxxx, XX Capital, DMI, Zeotech and Hemsted, on the one
hand, entered into a letter agreement (the "License Agreement") dated March 27,
1997 with Xxxxxxx, on the other hand, whereby Xxxxxxx agreed to continue
developing on behalf of LS Capital and its subsidiaries a technology for
recovering micro fine gold and other precious metals from desert sands (the
"Technology"); and
WHEREAS, pursuant to the License Agreement and upon the fulfillment of
certain conditions specified in the License Agreement (the "Conditions
Precedent"), the Technology and any enhancements subsequently developed will be
the joint property of Xxxxxxx (50%), LS Capital and DMI (50%) and such
subsidiaries or affiliates as they may, from time to time, assign or license the
Technology to, and LS Capital will have the right to sublicense the Technology
to its subsidiaries and affiliates; and
WHEREAS, for and in consideration of the consideration recited herein,
all parties hereto (including, without limitation, Xxxxxxx) wish to agree that
all Conditions Precedent have been fulfilled, and that LS Capital, DMI and their
respective subsidiaries and affiliates now have the rights in the Technology
that the License Agreement provides that they will have once all Conditions
Precedent have been fulfilled;
Agreement
NOW, THEREFORE, in consideration of the payment of $5,000 by LS Capital
to Xxxxxxx and other good and valuable consideration (the receipt, adequacy and
sufficiency of which are hereby acknowledged by Xxxxxxx), each of the parties to
the License Agreement and this Supplement hereby agrees as follows (all
undefined, capitalized terms used herein shall have the meanings assigned to
such terms in the License Agreement):
1. Supplements to the License Agreement. Each of the parties to the
License Agreement and this Supplement hereby agrees that all Conditions
Precedent have now been fulfilled and shall be deemed to be fulfilled, that the
Technology and any enhancements subsequently developed is now the joint property
of Xxxxxxx (50%), LS Capital and DMI (50%) and such subsidiaries or affiliates
as they may, from time to time, assign or license the Technology to, and that LS
Capital has the right to sublicense the Technology to its subsidiaries and
affiliates. Without any limitation on the preceding, Xxxxxxx hereby agrees that
LS Capital may grant and is hereby authorized to grant to Xxxxxxx a sublicense
of the Technology for all purposes permitted by the License Agreement; provided,
however, that nothing contained in this sentence shall abrogate any obligation
to Xxxxxxx of LS Capital or any other party with regard to such sublicensing.
2. Miscellaneous. Except as otherwise expressly provided herein, the
License Agreement is not supplemented, amended, modified or affected by this
First Supplement. Except as expressly set forth herein, all of the terms,
conditions, covenants, representations, warranties and all other provisions of
the License Agreement are herein ratified and confirmed and shall remain in full
force and effect. On and after the date on which this First Supplement becomes
effective, the terms, "Agreement," "hereof," "herein," "hereunder" and terms of
like import, when used herein or in the License Agreement shall, except where
the context otherwise requires, refer to the License Agreement, as supplemented
and amended by this First Supplement. This First Supplement may be executed into
one or more counterparts, and it shall not be necessary that the signatures of
all parties hereto be contained on any one counterpart hereof; each counterpart
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of
the first date written above.
"LS CAPITAL" "XXXXXXX"
LS CAPITAL CORPORATION XXXXXXX GOLD GROUP, INC.
BY:_________________________________ BY:_________________________________
Xxxx X. Xxxxxx, President Xxxxxxx X. Xxxxxxxxx, President
"DMI" "ZEOTECH"
DESERT MINERALS, INC. Zeotech Industries, Inc.
BY:_________________________________ BY:_________________________________
Xxxx X. Xxxxxx, Vice President Xx Xxxxxxx, President
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Xx Xxxxxxx Xxxxxxx Xxxxxxx
