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Exhibit
10.9
Beta Foods, LLC
13250 Gregg Street
Suite A
Poway, California
92064
May 14, 2004
American Consolidated Management Group,
Inc.
714 Fairview Road
Greer, South Carolina 29651
Re: Amendment to Technology Transfer
Agreement
Gentlemen:
When accepted by you, this
shall constitute our complete amendment to our agreement concerning
the transfer to you of certain technology, and the rights to
manufacture, market, and distribute products made with the subject
technology.
ACMG has negotiated a
settlement and compromise agreement by and between itself and AR
Funding [“ARF”] concerning conflicting claims as to
debts claimed, and shares issued to Jack Shaw and Brian K.
Holden.
Part of the consideration
between ACMG and Beta in their original agreement was the issuance
of shares of ACMG common stock, and the cleaning up of indebtedness
of ACMG in order to add value to ACMG.
In order to facilitate
ACMG’s reduction of debt to ARF, Beta hereby agrees to the
following:
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a. |
Beta shall repay the principal sum of $ 2,640,000.00 to ARF;
provided, that Beta’s liability is hereby expressly limited
to, and contingent upon, the payment of the increased royalty set
out herein, such that the general assets of Beta shall not be
subject to a charge by ARF for this indebtedness. This indebtedness
is further limited to the increased portion of the royalty set out
herein, and shall not be charged, or chargeable against the current
ten percent (10%) royalty between ACMG and Beta. Beta agrees
to wire transfer to ARF the monthly royalty against which this
indebtedness is chargeable, within 2 business days of receipt of
said payments; provided that, ARF has provided Beta with proper
wiring instructions. |
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b. |
For and in
consideration of this agreement, the monthly royalty payable to
Beta by ACMG pursuant to the agreement, dated March 23, 2004,
by and between ACMG and Beta, shall be increased from ten percent
(10%) to thirty percent (30%),
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