EXHIBIT 10.2
AMENDMENT TO SUBLICENSE AGREEMENT
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THIS AMENDMENT TO SUBLICENSE AGREEMENT ("Amendment"), is made effective
this 17th day of April, 2007, between Migami, Inc., a Nevada corporation, with
offices located at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx
00000 ("Migami"), and Migami Korea, Ltd., a Korean corporation with offices
located at Xxxxx Ki Do, Xxxxx Xxxx Xx-Xxxx, 000-0, Xxxxx Xxxxx ("MKL"). The
purpose of this Amendment is to correct the terms of Section 6.4 of the
Sublicense Agreement between Migami and MKL, dated effective March 31, 2007
("Sublicense"), in order to confirm to the intent of the parties.
RECITALS
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WHEREAS, Migami and MKL entered into the Sublicense effective March 31,
2007.
WHEREAS, after the execution of the Sublicense, Migami and MKL
discovered that there was an error in Section 6.4 of the Sublicense.
WHEREAS Migami and MKL mutually desire to correct Section 6.4 of the
Sublicense in order to conform to the intent of the parties.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Migami and MKL agree
as follows:
1. Section 6.4 of the Sublicense is hereby amended to provide, as
follows:
"6.4. REVENUE SHARING. MKL shall pay to Migami a royalty on the
Aggregate Consideration received by MKL, in excess of two million
dollars ($2,000,000). MKL shall commence such royalty to Migami at such
time as the amount of Aggregate Consideration exceeds two million
dollars ($2,000,000) and shall continue for the remainder of the term
of this Agreement. Such payment shall be made on a quarterly basis by
the twentieth day after the conclusion of the calendar quarter in which
the royalty was earned. MKL shall provide after the twentieth day of
each calendar quarter a written report detailing the calculation of
Aggregate Consideration for the prior quarter. The royalty with respect
to any sublicense fees received by MKL shall be fifty percent (50%).
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THE SPACE BENEATH THIS LINE IS INTENTIONALLY LEFT BLANK.
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The royalty with respect to all other revenue received by MKL,
including revenue from the sale of Products to its sublicense fees,
shall be four percent (4%)."
2. In all other regards, the Sublicense shall remain in full force and
effect.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
effective as of April 17, 2007.
Migami, Inc.
("Migami")
By: /s/ Xxxx Xxxx
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Xxxx Xxxx, President
Migami Korea, Ltd.
("MKL")
By: /s/ Eun Xx Xxx
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(Eun Xx Xxx), President
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