Exhibit 10(n)
Amendment No. 1 to Purchase and
Contribution Agreement made this 30th day of
June 2004, (the "Amendment"), by and among
American Business Corporation f/k/a
Logistics Management Resources, Inc., a
publicly owned Colorado corporation with
offices at 477 Madison Avenue, 12th Floor,
New York, NY 10022 ("AMBC"), Y2
Ultra-Filter, Inc., a Wyoming corporation
with offices at 1735 Sheridan Ave,
Suite 222, Cody, Wyoming 82414 ("Y2"),
Midwest Merger Management, LLC, a
Kentucky limited liability company with
offices at 10602 Timberwood Circle, #9,
Louisville, Kentucky 40223 ("MMM"), and The
Huff Grandchildren Trust, a trust
organized under the laws of the State of
Kentucky with offices at 10602
Timberwood Circle, #9, Louisville, Kentucky
40223 (the "Trust"). AMBC, MMM, the
Trust and Y2 are sometimes hereinafter
individually referred to as a "Party" and
collectively as the "Parties".
W I T N E S S E T H:
WHEREAS, AMBC and Y2 are the parties to a
Purchase and Contribution Agreement
dated as if April 28, 2004 (the
"Agreement"); and
WHEREAS, the Parties desire to amend the
Agreement to include the terms and
conditions set forth in this Amendment.
NOW, THEREFORE, in consideration of the
foregoing recitals, and the other good
and valuable consideration hereinafter set
forth, the receipt and adequacy of
which are hereby acknowledged and accepted,
the Parties agree as follows:
1. Amendment to
Title and Whereas Clauses. The title of the Agreement
is hereby changed from Purchase and
Contribution Agreement to License and Joint
Venture Agreement. The Whereas clauses are
hereby amended to read in their
entirety as follows:
"WHEREAS, Y2 is the owner of the entire right, title, and
interest
in patented filtration system technology known as U2-Ultra
Filter
(the "Technology") including all trademarks, trade names, trade
secrets, copyrights and all other rights appurtenant or
relating
thereto (the "Intellectual Property"); and
WHEREAS, AMBC desires to secure the exclusive worldwide
licensing
rights to market and sell all of Y2's filters employing and
embodying the Technology when utilized in the gaming industry
(the
"Licensed Products"); and thereafter establish a Delaware
limited
liability company (the "LLC") as a joint venture with Y2 to
commercialize the Licensed Products on the terms and subject to
the
conditions hereinafter set forth; and
WHEREAS, Y2 is willing
to exclusively license the Licensed Products
to AMBC and participate as a 50% member of the LLC on the terms
and
subject to the conditions hereinafter set forth; and
WHEREAS, MMM is willing to grant a preferred stock call option to
Y2
on the terms and subject to the conditions hereinafter set
forth;
and
WHEREAS, the Trust is willing to indemnify Y2 on the term and
subject to the conditions hereinafter set forth."
2. Amendment to
Article I of the Agreement. Article I of the Agreement
is hereby amended to read in its entirety
as follows:
"ARTICLE I
TERMS OF THE TRANSACTION
1.1
Transfer of Rights. During the term of this Agreement, Y2
hereby grants to
AMBC and AMBC hereby accepts the exclusive and non-
transferable
worldwide right and license (the "Rights") to market,
distribute and
sell the Licensed Products to licensed gaming facilities
(the "Market")
under any and all circumstances or through any means
whatsoever. It
is agreed and understood that the transfer of the Rights to
AMBC is
exclusive, and Y2 will not, during the term of this Agreement,
authorize any
other person, firm or entity to market, distribute or sell
the Licensed
Product into the Market. The Rights to the Licensed Products
are covered in
Y2 patent numbers 5,368,635 as filed with the United States
Patent and
Trademark Office ("USPTO"), and issued by the USPTO November
29,
1994; patent
5,540,761 issued by the USPTO July 30, 1996; patent 5,647,890
issued by the
USPTO July 15,1997; and patent 5,855,653 issued by the USPTO
January 5, 1999.
The foregoing are
hereinafter collectively referred to as
the
"Patents".
1.2
Term and Termination.
This Agreement shall be deemed to be
effective as of
the date of its execution and shall continue in full force
and effect for
the life of the Technology, unless sooner terminated as
hereinafter set
forth. Either Party
may terminate this Agreement if
