AMENDMENT NO.1 TO THE TRADEMARK LICENSE AGREEMENT

 

THIS AMENDMENT NO. 1 dated and effective as of May 1, 2002 (this "Amendment") is to the Trademark License Agreement (the "License Agreement") dated April 17, 2000 between The Procter & Gamble Company, an Ohio corporation ("Licensor"), and Magla Products LLC, a New Jersey limited liability company ("Licensee").

WHEREAS, Licensor and Licensee have entered into the License Agreement; and

 

WHEREAS, Licensor and Licensee each desire to amend certain terms relating to the royalty payments, and the term and termination of the License Agreement;

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensor and Licensee hereby agree as follows:

"Product shall be defined as                                                                                                                                                                                                                                The use of 'Licensed Product' throughout this Agreement shall refer to the Product bearing the Licensed Mark."

Section 8 A (i) [Royalties] and A (ii) (Yearly Sales Projections] of the License Agreement are hereby amended by replacing them with the following:

 

A.  (i) Royalties

 

Licensee agrees to pay to Licensor a royalty equal to       ddfdfdfd dadfad fda     of the Licensed Product for Sales up to the Yearly Saes Projections or the period ending June 30, 2003 (as follows), Licensee agrees to pay to Licensor a royalty equal to       ddfdfdfd dadfad fda       fgfsdgfsgsdf fgsfgsdfgsf set forth in Section 8.A (ii) and (iii) below for the period ending June 30, 2003. Beginning     ddfdfdfd dad fsgf gfgsdfg shtsr fad fda       fgfsdgfsgsdf fgsfgsdfgsf  of the the Products for sales up to and in excess of the Yearly Sales Projections set forth in Section 8.A (ii) and (iii) below.

 

(ii) Yearly Sales Projections for    ddfd

Year 1 ( 111111111    )   1111111    

Year 2 ( 111111111    )   1111111    

Year 3 ( 111111111    )   1111111    

Year 4 ( 111111111    )   1111111    

Year 5 ( 111111111    )   1111111        1111111    

Regardless of th amount of Net Sales, Licensee shall pay Licensor a Minimum Royalty of U.S. as a non-refundable minimum guarantee against Royalties to be paid to Lice sor during the term of this Agreement, Said Minimum Royalty to be paid as an Advance against future Royalty payments and in a Cumu t' e Amount starting on the effective date and continuing until the full   hjdfh   has been paid to Licensor according to the following schedule:

 

SCHEDULE FOR ADVANCE MINIMUM ROYALTY PAYMENTS  hjdfh      

Provided that if Licensor has not questioned the accuracy, completeness or sufficiency of the statement within five (5) years from the date the statement is rendered, it shall be deemed to be accurate, complete and sufficient.

During the term of this Agreement and fora/Wears after the termination of this Agreement, other than Licensor deciding not to renew or extend this Agreement at the end of any then contractual term, Licensee shall not manufacture, distribute, sell, directly or indirectly (whether for its own account or as agent for any other party), within the Area, any products bearing competitive Licensed Mark in the household cleaning category or other trademark in the household cleaning category other than a mark owned by Licensee, to the Licensed Product contemplated by this Agreement.

4.           Remaining Terms and Conditions of License Agreement. Unless amended herein, all other terms and conditions of the License Agreement shall remain in full force and effect.