Exhibit 10.4
AMENDMENT NO. 1 TO SECURITY
AGREEMENT
This AMENDMENT NO. 1 TO SECURITY AGREEMENT (this
“ Amendment ”), dated effective as of
September 30, 2009, is entered into by and between NDS NUTRITION
PRODUCTS, INC., a Florida corporation, having an address of 777
South Highway 101, Suite 215, Solana Beach, California (“
Buyer Sub ”), and NDS NUTRITIONAL PRODUCTS,
INC., a Nebraska corporation, having an address of 6610 S.
118 th Street, Omaha, Nebraska 68137 (the “
Seller ”). This Amendment serves to
amend that certain Security Agreement, dated as of October 1, 2008
(the “ Agreement
”). Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the
Agreement.
WHEREAS, Bond
Laboratories, Inc., a Nevada corporation (“
Buyer ”), Seller, Cory Wiedel (“
Wiedel ”) and Ryan Zink (“
Zink ” and together with Wiedel, the “
Shareholders ”) entered into that certain Asset
Purchase Agreement, dated as of October 1, 2008 (the “
Purchase Agreement ”), pursuant to which Buyer
purchased certain of Seller’s assets (the “
Acquired Assets ”) and assumed certain of
Seller’s liabilities (the “ Assumed
Liabilities ”) , as more particularly provided in the
Purchase Agreement (the “ Transaction
”);
WHEREAS, in
connection with the Transaction, Buyer and Seller entered into the
Agreement, evidencing Buyer’s repayment obligations under
certain secured promissory notes of Buyer executed in connection
with the Transaction (the “ Prior Notes
”);
WHEREAS, after
the Transaction, and as contemplated by Section 10.5 of the
Purchase Agreement, Buyer transferred the Acquired Assets and
Assumed Liabilities to Buyer Sub pursuant to that certain
Assignment and Assumption and Bill of Sale, dated as of October 1,
2008, by and between Buyer and Buyer Sub (the “ Asset
Assignment ”);
WHEREAS, in
connection with the Asset Assignment, Buyer assigned its rights,
duties and obligations under the Agreement to Buyer Sub (with Buyer
remaining liable for performance of Buyer Sub thereunder), pursuant
to that certain Assignment and Assumption, dated as of October 1,
2008, by and between Buyer and Buyer Sub;
WHEREAS, Buyer,
Buyer Sub, Seller and the Shareholders desire to settle certain
disputes arising out of the transactions contemplated by the
Purchase Agreement, including, without limitation, payment of
earn-out amounts thereunder, pursuant to that certain Settlement
Agreement, dated as of even date herewith (the “
Settlement Agreement ”), by and among Buyer,
Buye
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