EXHIBIT 10.3
AMENDMENT NO. 2
TO
LICENSE AGREEMENT
This AMENDMENT ▇▇. ▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇ ▇▇. ▇") dated
November 30, 1999 is by and between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & Associates, a Texas
general partnership ("Grantor"), and Growtex, Inc., a Nevada corporation
("Licensee").
WHEREAS, Grantor and Licensee are parties to that certain License Agreement
(the "License Agreement") dated April 5, 1999, granting Licensee an exclusive
private label license for the Biocatalyst and Biomas products in Mexico for use
in aquiculture, mariculture, fish farming, and the like, or for use in
aquariums, exclusive of remediation of petroleum-based hydrocarbon
contamination; and
WHEREAS, Grantor and Licensee are parties to that certain Amendment No. 1
to License Agreement ("Amendment No. 1") dated May 12, 1999, amending the
License Agreement; and
WHEREAS, Grantor and Licensee wish to confirm, clarify and modify certain
terms of the License Agreement and Amendment No. 1 (collectively referred to as
the "Preexisting Agreements");
NOW THEREFORE, the parties hereto agree as follows:
1. Definitions; References.
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Capitalized terms not defined in this Amendment No. 2 shall have the
meanings given them in the Preexisting Agreements. References in the Preexisting
Agreements and this Amendment No. 2 to the "Agreement" shall refer to the
Preexisting Agreements as amended by this Amendment No. 2, and words such as
"herein", "hereinafter" or other words of similar import shall likewise be
construed as referring to the Preexisting Agreements as amended by this
Amendment No. 2.
2. Confirmation of Agreement.
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This Amendment No. 2 amends the Preexisting Agreements. Terms of the
Preexisting Agreements not amended by this Amendment No. 2 continue in full
force and effect, and are hereby ratified and confirmed by the parties.
3. Minimum Purchase Requirements.
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The Purchase Obligations set forth on Exhibit C of the License Agreement
are hereby modified so that Licensee's minimum purchase requirement shall be
$125,000 by April 5, 2001 and $175,000 by April 5, 2002, rather than $50,000 and
$75,000 for the 1st 6 months and the 2nd 6 months, respectively. 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 April 5, 2001."
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
GRANTOR: LICENSEE:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & ASSOCIATES GROWTEX, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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By ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By ▇▇▇▇▇▇▇ ▇▇▇▇▇
Its General Partner Its President