Exhibit 10.13
EZEE WHIP ICE CREAM
(OVERSEAS) LIMITED
and
AVALANCHE PRODUCTS
INC
________________________________
SUPPLEMENTARY
AGREEMENT IN RESPECT
OF
EZEE WHIP
SYSTEM
________________________________
Geoffrey Leaver
Solicitors
251, Upper Third
St
Milton Keynes
England
THIS SUPPLEMENTARY
AGREEMENT is made the
day
of
BETWEEN:
(1)
EZEE WHIP ICE CREAM
(OVERSEAS) LIMITED whose registered office is at, Ternion Court,
264-268, Upper Fourth Street, Milton Keynes, United Kingdom, MK9
2DP under Registered No: 5166701 (“the Licensor”);
and
(2)
AVALANCHE PRODUCTS INC
a California corporation formed and existing under the laws
of California under state Registry No. whose principal
address is 2234 Solitude Court, Rocklin, California 95765
(“the Licensee”)
IT IS AGREED as
follows:
1.
This Agreement
supplements the Licence Agreement dated 28 th January
2005 (“the Licence Agreement”) and all the
definitions in the Licence Agreement will apply to this
Supplementary Agreement.
Exclusivity
2.
Whereas the Licence
granted in the Licence Agreement is non exclusive it is hereby
agreed that from the date of this agreement it shall be exclusive
and shall remain so provided the Licensee complies strictly with
the provisions of clause 3 of this agreement, in respect of each
sub clause of which time shall be of the essence. If the
Licensee fails to comply with any of the provisions of clause 3 the
Licensor shall be entitled to serve a notice in writing declaring
the Licence to be non-exclusive and such notice shall be final.
However, should Licensee fail to reach any minimum sales, or
production requirements Licensee shall have the right to pay any
fees or royalties that would have been required if said minimums
had been reached in order to maintain exclusivity.
2.1
Licensor grants Licensee
a non exclusive license to make, use, sell and import for Mexico
and Canada which non exclusive license will remain in force and
effect as long as the U.S. license (exclus
