AMENDMENT NO. 1 TO
EXCLUSIVE LICENSE AGREEMENT
This Agreement (the "Agreement") is dated for reference the 2nd day of
September, 2002
BETWEEN:
COOL CAN TECHNOLOGIES, INC.,
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a Minnesota corporation having an address at
Suite 206, 0000 Xxx Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
(the "Licensor")
OF THE FIRST PART
AND:
BALSAM VENTURES, INC.,
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a Nevada corporation having an address at
Xxxxx 000, 000 Xxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
(the "Licensee")
OF THE SECOND PART
WHEREAS:
A. The parties entered into an exclusive license agreement dated June 5, 2002
(the "Exclusive License Agreement").
B. Under the terms of the Exclusive License Agreement the Licensee was
required to pay a license fee to the Licensor by September 3, 2002 and to
meet other obligations within certain time frames as set out therein.
C. The Licensee wishes to extend the deadlines set out in the Exclusive
License Agreement.
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NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements contained herein, the parties hereto agree as follows:
1. EXTENSION OF EXCLUSIVE LICENSING AGREEMENT
1.1 For the consideration set out in paragraph 2 hereof the Licensor has
agreed to the following amendments to the Exclusive License Agreement:
a. Article 2.2(a) is amended by deleting the words "90 days" and
substituting the words "180 days".
b. Article 3.1 is amended by deleting the words "24 months" and
substituting the words "27 months".
2. CONSIDERATION
2.1. In consideration of the Licensor agreeing to amend the Exclusive
License Agreement as set out in paragraph 1 above, the Licensee agrees to issue
300,000 shares (the "Shares") of its common stock to the Licensor.
2.2 The Shares to be issued pursuant to this agreement will be "restricted
shares", as contemplated under United States Securities Act of 1933, and the
certificates representing the Shares will be endorsed with the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN
ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR
OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE
PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION."
2.3. The Licensor represents that it has sufficient knowledge and access to
information about the Licensee in order to permit it to make an informed
decision with respect to the acquisition of the Shares.
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3. MISCELLANEOUS PROVISIONS
3.1 Modification And Waiver. No cancellation, modification, amendment,
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deletion, addition or other change in this Agreement or any provision hereof, or
waiver of any right or remedy hereby provided, shall be effective for any
purpose unless specifically set forth in writing, signed by the party to be
bound thereby. No waiver of any right or remedy in respect of any occurrence or
event on one occasion shall be deemed a waiver of such right or remedy in
respect of such occurrence or event on any other occasion.
3.2 Governing Law. This Agreement shall be construed in accordance with,
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and governed by, the laws of the State of Nevada.
3.3 Headings. The headings are inserted solely for convenience of
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reference and shall not be deemed to restrict or modify the meaning of the
Articles to which they pertain.
3.4 Entire Agreement. This Agreement constitutes the entire agreement
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between the parties with respect to all matters herein contained, and its
execution has not been induced by, nor do any of the parties hereto rely upon or
regard as material, any representations or writings whatsoever not incorporated
herein and made a part hereof. This Agreement shall not be amended, altered or
qualified except by an instrument in writing, signed by all parties hereto and
any amendments, alterations or qualifications hereof shall not be binding upon
or affect the rights of any party who has not given its consent in writing.
3.5 Interpretation. The division of this Agreement into articles and
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sections is for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
3.6 Severability. In the event that any of the covenants herein
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contained shall be held unenforceable or declared invalid for any reason
whatsoever, such unenforceability or invalidity shall not affect the
enforceability or validity of the remaining provisions of this Agreement and
such unenforceable or invalid portion shall be severable from the remainder of
this Agreement.
3.7 Force Majeure. In the event of an inability or failure by any party by
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reason of any fire, explosion, war, riot, strike, walk-out, labour controversy,
flood, shortage of water, power, labour transportation facilities or necessary
materials or supplies, default or power failure of carriers, breakdown in or the
loss of production or anticipated production from plant or equipment, act of God
or public enemy, any law, act or order of any court, board, government or other
authority of competent jurisdiction, or any other direct cause (whether or not
of the same character as the foregoing) beyond the reasonable control of the
party, then the party shall not be liable to the other party and will not be
deemed to be in default during the period and to the extent of such inability or
failure.
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3.8 Notices. Any notice required or permitted to be given hereunder shall
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be in writing and shall be effectively given if:
(A) Delivered personally;
(B) Sent by prepaid courier service or mail;
(C) Sent prepaid by telecopiers, fax, telex or other similar means of
electronic communication; or
(D) Addressed to the relevant Party at the address/fax number shown for
that Party at the beginning of this Agreement.
Any notice so given shall be deemed conclusively to have been given and received
when so personally delivered or, if sent by telex, fax, telecopier or other
electronic communication, on the first business day thereafter, or if sent by
mail on the third business day thereafter. Any party may change any particulars
of its address/fax number for notice by notice to the others in the manner above
described.
3.9 Time of the Essence. Time shall be of the essence of this Agreement.
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3.10 Further Assurances. The parties agree to sign such other
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instruments, cause such meetings to be held, resolutions passed and by-laws
enacted, exercise their vote and influence, do and perform and cause to be done
and performed such further and other acts and things as may be necessary or
desirable in order to give full effect to this Agreement.
3.11 Successors and Assigns. This Agreement shall enure to the benefit of
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and be binding upon the parties hereto and their respective successors and
permitted assigns.
3.12 Relationship. The relationship between the Licensor and the Licensee
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is, and during the term of this Agreement shall be that of independent
contractors. No party shall be deemed a legal representative or agent of the
other party for any purpose and shall have no right or authority to assume or
create in writing or otherwise, any obligation of any kind, express or implied,
with respect to any commitments, in the name of the other party or on behalf of
the other party, unless given with the express written authority of such party.
Furthermore, the relationship among the Licensor and the Licensee hereunder
shall not constitute a joint venture, general partnership or similar
arrangement.
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3.13 Counterparts. This agreement may be executed in one or more
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counter-parts, each of which so executed shall constitute an original and all of
which together shall constitute one and the same agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement and as of the
date and year first above written.
COOL CAN TECHNOLOGIES, INC. BALSAM VENTURES, INC.
by its authorized signatory by its authorized signatory:
/s/ Xxxxx Xxxxxx /s/ Xxxx Xxxxxxxx
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Signature of Authorized Signatory Signature of Authorized Signatory
Xxxxx Xxxxxx Xxxx Xxxxxxxx
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Name of Authorized Signatory Name of Authorized Signatory
PRESIDENT PRESIDENT
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Position of Authorized Signatory Position of Authorized Signatory
