Exhibit 10.1
SECOND AMENDMENT
TO
JOINT VENTURE
AGREEMENT
This Second Amendment to
Joint Venture Agreement (“Amendment”) is made as of
_________________, 2009, by and between Endeavor Power Corp., a
Nevada corporation (“Endeavor”) and Federated Energy
Corporation, a Tennessee corporation
(“Federated”).
WHEREAS, on December 23,
2008, Endeavor and Federated entered into a Joint Venture Agreement
(the “Original Agreement”) memorializing the terms and
conditions of a business relationship between Federated and the
Endeavor;
WHEREAS, on February 14,
2009, Endeavor and Federated executed a First Amendment to Joint
Venture Agreement (the “First Amendment”) memorializing
certain changes to the terms of the Original Agreement;
WHEREAS, the Endeavor
and Federated now desire to enter into this Amendment in order to
further amend certain terms and conditions of the Original
Agreement and the First Amendment;
WHEREAS, as of the date
hereof, Endeavor has paid a total of $285,000 (the “Paid
Amounts”) towards the Joint Venture and still owes a total of
$240,000 (the “Balance Due”) to Federated per the total
amount due under the Original Agreement;
WHEREAS, as of the date
hereof, in furtherance of the Paid Amounts, Endeavor has acquired
27.5% of the Assigned Interest, and will acquire the remaining
23.5% of the Assigned Interest as set forth in this Amendment in
exchange for the Balance Due;
WHEREAS, as of the date
hereof, Endeavor owes additional monies to Federated for certain
payments that have been late per the terms of the First Amendment,
which shall be set at a fixed amount of $50,000 and which shall no
longer accrue (the “Penalty Amount”);
NOW, THEREFORE, in
consideration of the mutual agreements set forth herein, the
consideration set forth in the Original Agreement and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Endeavor and Federated hereby amend
the Original Agreement as follows:
SECTION 1.
Definitions;
References .
Unless otherwise specifically defined herein, each term used herein
shall have the meaning assigned to such term in the Original
Agreement.
SECTION 2.
Amendment
.
(a)
Section 3.4 is hereby
amended in its entirety to read as follows:
3.4
Notwithstanding
