GEORGE FOREMAN VENTURES, LLC 4TH FLOOR WILKES-BARRE, PA 18702
Exhibit
10.3
XXXXXX
XXXXXXX VENTURES, LLC
000
XXXXX XXXXXX-XXXXX XXXX.
0XX
XXXXX
XXXXXX-XXXXX,
XX 00000
(570)
822-6277
June
12,
2007
Xxxx
Xxxxx
Knowfat
Franchise Company, Inc.
00
Xxxxx
Xxxxxx, Xxxxx 000
Xxxx
Xxxxxxxx, XX 00000
|
Re:
|
Services
Agreement entered into as of September 6, 2006 by and between Knowfat
Franchise Company, Inc. and Xxxxxx Xxxxxxx Ventures, LLC (the “Services
Agreement”)
|
Promotion
License Agreement entered into as of September 6, 2006 by and between Knowfat
Franchise Company, Inc. and Xxxxxx Xxxxxxx Ventures, LLC (the “License
Agreement”)
Dear
Xx.
Xxxxx:
It
is my understanding that Knowfat
Franchise Company, Inc. (“Knowfat”) has not satisfied the requirements contained
in Section 4.1(b)(i) of the Services Agreement.
However,
subject to the conditions set forth below, Xxxxxx Xxxxxxx Ventures, LLC (“GF
Ventures”) has agreed to consummate the transaction contemplated by the above
referenced License Agreement and Services Agreement pursuant to Section 4.1
(b)(ii) of the Services Agreement provided that all of the other conditions
to
closing have been satisfied.
GF
Ventures’ agreement to consummate the transaction pursuant to Section 4.1(b)(ii)
of the Services Agreement is subject to the following conditions:
|
1.
|
Knowfat
has received net proceeds from its offering of Series C Convertible
Preferred Stock (as described in Section 4.1(b)) in an amount of
at least
$3,000,000.
|
|
2.
|
Section
4.1(b) of the Services Agreement is hereby amended by deleting the
last
sentence in that Section. GF Ventures shall not be required to
provide any cooperation to Knowfat in connection with the completion
of an
offering consistent with clause (i) of Section
4.1(b).
|
|
3.
|
Knowfat
represents that the conditions to obligations of GF Ventures to consummate
the transaction as set forth in Section 4.3 of the Services Agreement
are
true and correct and/or such conditions have been satisfied. KnowFat
acknowledges that GF Ventures has satisfied all obligations to date
under
the License Agreement and Services
Agreement.
|
|
4.
|
Knowfat
will provide GF Ventures unaudited copies of its financial statements
within thirty (30) days after the end of each calendar
quarter.
|
If
Knowfat agrees to the foregoing, please have an authorized representative
of
Knowfat
execute a copy of this letter in the space provided below and return it to
me by
fax and Federal Express.
Please
call me if you have any questions.
Sincerely,
Xxxxxxx
X.
Xxxxxxxxx
General
Counsel
AGREED
TO:
Knowfat
Franchise Company, Inc.
By: __________________________________
Name: ________________________________
Title: _________________________________
