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EXHIBIT 10.1
YANUK JEANS, LLC
AMENDMENT NO. 1 TO LICENSE AGREEMENT
THIS AMENDMENT NO. 1 TO LICENSE AGREEMENT (the "AMENDMENT") is
made as
of this 14th day of July, 2006 (the "EFFECTIVE DATE"), by and
between Yanuk
Jeans, LLC, a California limited liability company ("LICENSOR"),
and Blue
Holdings, Inc., a Nevada corporation ("ASSIGNEE"), with
reference to the
following facts:
A. Licensor and Licensee are parties to that certain License
Agreement dated as of October 5, 2005 (the "LICENSE AGREEMENT"),
pursuant to
which Licensor granted to Licensee the exclusive right to
manufacture,
commercialize, sell, distribute and exploit apparel products
under the brand
"Taverniti So Jeans" throughout the world;
B. The parties now desire to enter into this Amendment to
amend
certain provisions of the License Agreement.
NOW THEREFORE, in consideration of the mutual covenants and
conditions herein set forth, it is agreed:
1. AMENDMENT TO SECTION 4(C) OF THE LICENSE AGREEMENT.
Section
4(c) of the License Agreement is hereby amended and restated in
its entirety to
read as follows:
"(c) Licensee shall, during each Annual Period, pay to Licensor
the
non-refundable "Guaranteed Minimum Royalty" listed below, if
any,
payable in quarterly installments within thirty (30) days after
the end
of each quarter.
"ANNUAL PERIOD" AMOUNT
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YEAR ONE --
YEAR TWO --
YEAR THREE $137,500
YEAR FOUR $162,500
YEAR FIVE $187,500
Upon execution of this Agreement, Licensee shall pay
Licensor
Twelve Thousand Five Hundred Do
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