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Exhibit 10.01
Amended Contract for Assignment of Rights to BVM Bag Invention
AMENDED CONTRACT FOR ASSIGNMENT
OF RIGHTS TO
BVM BAG INVENTION
This Amended Contract for Assignment of Rights to a "BVM Bag" Invention
Agreement hereinafter termed the "Agreement," is executed this 23rd day of
September 2003. The amended terms contained herein are considered to be
effective as of the date of the original agreement dated June 27, 2000, by and
between Xxxxx Xxxxx Xxxx, hereinafter termed the "Developer," who is an
individual resident of California with his principal place of business located
at 000 Xxxx Xxxxxxx Xxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, and Emergency
Filtration Products, Inc., hereinafter termed the "Company," which is a Nevada
corporation with its principal place of business located at 000 Xxxxxx Xxx,
Xxxxx X000, Xxxxxxxxx, XX 00000. This amendment memorializes a verbal
agreement between the Developer and the Company shortly after the date of the
original agreement and amends the terms therein per the provisions of
paragraph 10.13 of the original agreement.
GENERAL CONSIDERATIONS
A. Developer has developed a new and useful Portable Emergency Safety
Resuscitator. This device, itself, is designated the "BVM Bag," and the BVM
Bag plus technology developed from the BVM Bag are designated the "BVM Bag
Invention." The BVM Bag is the subject of the United States patent no.
6.062.217 and United States patent application serial no. 09.570.154.
B. Company originally desired to exploit commercially the BVM Bag Invention.
C. Developer desired to transfer its rights in the BVM Bag Invention to
Company in order to facilitate the commercial manufacturing and marketing of
commercial products involving the BVM Bag Invention.
BASIS FOR REVISED TERMS
A. Since an extensive period of time has now elapsed since the date of the
original agreement and the "BVM Bag" technology has not yet been fully
developed and made ready for market, the parties agree that the original
compensation to the Developer of 120,000 shares of restricted common stock as
described in paragraph 3.01 to be reduced to 20,000 shares. The Company, at
the time of the original agreement, issued 20,000 shares of restricted common
stock to the Developer and the remaining 100,000 shares were not issued. Per
a verbal agreement between the parties subsequent to the date of the original
agreement, the remaining 100,000 shares would be issued once the products
associated with the "BVM Bag" technology were fully developed and ready for
market, along with the additional 50,000 shares called for in paragraph 3.02
of the original agreement, for a total of 150,000 additional shares. This
verbal amendment was not reduced to writing although the parties acted as if
the terms were amended. The written amendments below are to document that
both parties agree that the Company does not currently have any obligation to
issue the remaining 150,000 shares of restricted common stock until the
technology is completed and the products are ready for market.
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B. Since the original agreement, the Developer has been responsible for any
additional costs and time spent associated with the additional testing and
development of the "BVM Bag" technology. The Company and the Developer agree
that these costs and time spent are the full responsibility of the Developer
and that the Company does not have any obligation or liability associated with
these costs or any further compensation to the Developer until the technology
is completed.
C. Since the original agreement, the Company has eliminated outstanding
options which were to be included in the compensation to Developer, and
Developer has agreed with such elimination.
The following amendments replace the like-numbered provisions in the original
agreement. Paragraph references in the amendments refer to the numbers in the
original agreement.
AMENDMENTS
ARTICLE III
Compensation
3.01 Initial Stock Payment. Upon execution of this Agreement and the
Assignment required by Paragraph 1.01 above [original agreement], Developer
shall receive twenty thousand shares of restricted stock in Company.
3.02 Additional Stock. Once the "BVM Bag" technology is completed and the
products associated with this technology are ready for market, Company will
convey to Developer one hundred and fifty thousand shares of restricted stock
in the Company. Developer's rights to such shares shall automatically vest
upon any change of ownership covered by Paragraph 3.05 [original agreement].
3.03Deleted in its entirety.
All other provisions of the original agreement are to remain unchanged.
IN WITNESS WHEREOF, Developer and Company have caused these amendments to be
signed by their duly authorized representatives on the dates indicated.
DEVELOPER:
XXXXX XXXXX XXXX
\S\ Xxxxx Xxxxx Xxxx
Date: 09/23/03
COMPANY:
EMERGENCY FILTRATION PRODUCTS, INC.
\S\ Xxxx Xxxxxxx
President
Date: 09/23/03
ATTEST:
\S\ Xxxxx Xxxxxx
