Amendment Number 1 (this "Amendment") dated
October 14, 2009 to License Agreement (the "License Agreement")
made as of October 14, 2009 by and between Global Resource
Corporation as Licensor (hereinafter called "Licensor"), a Nevada
corporation having a principal place of business at 1000 Atrium
Way, Suite 100, Mount Laurel, New Jersey 08054 and Universal
Alternative Fuels, Inc., as Licensee (hereinafter called
"Licensee"), a Nevada corporation having a principal place of
business at 1400 Old Country Road, Suite 206, Westbury, NY
11590.
RECITALS:
A. Licensor
and Licensee have entered into the License Agreement. The Licensor
and Licensee also have entered into the security agreement dated as
of October 14, 2009 (the "Security Agreement") and the Purchase
Order dated as of October 14, 2009 (the "Purchase
Order").
B. The
parties desire to amend the License Agreement, the Security
Agreement and the Purchase Order (together the "Agreements") in the
manner specified in this Amendment.
C. Capitalized
terms not otherwise defined in this Amendment shall have the
meanings ascribed to them in the respective agreements in which
they appear.
NOW, THEREFORE,
in consideration of the foregoing recitals, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1.
Effective Date of Agreements. The effective date of
each of the Agreements shall be October 14, 2009 for all purposes
including, but not limited to, the commencement of the calculation
of all time periods described in the License Agreement. All other
references in any of the Agreements to "October 5" shall be deemed
amended to refer to "October 14."
2.
Amendment of Article XI. As currently
written Article XI of the License Agreement reads as
follows:
"This License
Agreement shall not be assigned by either party without the prior
written consent of the other Party hereto; provided, however, that
a change of control of
