Exhibit 10.1
FIRST AMENDMENT TO PRODUCTION
SHARE AGREEMENT
THIS FIRST AMENDMENT TO PRODUCTION
SHARE AGREEMENT is effective as of August 17, 2005 (the
“Effective Date”), by and between North American
Production Sharing, Inc., a California corporation
(hereinafter “North American”), Industrias Unidas de
B.C., S.A. de C.V. (“North American Mexican Affiliate”)
and Fiberstars, Inc., a California corporation
(“Client”).
WHEREAS, North American, North
American Mexican Affiliate and Client entered into that certain
Production Share Agreement effective October 9, 2003
(hereinafter the “Production Share
Agreement”);
WHEREAS, North American and North
American Mexican Affiliate have advised Client that it has reached
agreement with the landlord for early termination of the lease for
the plant facility located at Calle Antigua a Tecate # 16760 Nave
25, Parque Industrial Los Pinos, Colonia Niños Heroes Este,
Tijuana. B.C. in the Republic of Mexico (the “
Facility ”) which North American Mexican Affiliate
subleases to Client under the Production Share Agreement should
Client early terminate the Production Share Agreement effective as
of November 17, 2006 as provided herein below;
WHEREAS, North American and Client
desire to amend the Production Share Agreement in the manner
hereinafter set forth below:
NOW, THEREFORE, in consideration of
the mutual covenants contained herein and for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1.
The Production Share Agreement . Except as
specifically set forth herein in this First Amendment to Production
Share Agreement (hereinafter “First Amendment”), the
parties hereby ratify and confirm each and every term,
representation, warranty, covenant and condition of said Production
Share Agreement which shall remain in full force and effect;
provided, however, that in the event of any conflict between the
Production Share Agreement and this First Amendment, this First
Amendment shall govern and control. Unless otherwise
specifically provided for in this First Amendment, all capitalized
terms used throughout this First Amendment shall have the same
meaning as such terms are defined in the Production Share
Agreement.
2.
Termination Without Cause. The following
section is hereby added to the Production Share
Agreement:
“9.3
Termination Without Cause .
Client shall have the right to
terminate this Agreement early and without cause (“Early
Termination”) effective during the period commencing on
November 17, 2006 and ending on November 17, 2007 (when
the renewal term otherwise expires), subject to the additional
terms and conditions specified herein. Client shall provide
North American with a minimum of ninety (90) days prior written
notice of Client’s intention to terminate this Agreement
pursuant to this section. Early Termination of this Agreement
pursuant to this section shall be deemed effective ninety (90)
days after the date of such notice of intention to terminate,
unless (i) the notice of termination specifies an effective
termination date that
1
