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Exhibit 10.5
 

AMENDMENT NO. 1 TO SUPPLY, LICENSE AND TRANSITION SERVICES AGREEMENT

 

 

This AMENDMENT NO. 1 TO SUPPLY, LICENSE AND TRANSITION SERVICES AGREEMENT (this “ Amendment ”), dated 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 COMPLETE NUTRITION HOLDINGS, INC., f/k/a/ Complete Nutrition, Inc., a Nebraska corporation, having an address of 6610 S. 118 th Street, Omaha, Nebraska 68137 (“ CNI ”).  This Amendment serves to amend that certain Supply, License and Transition Services 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 ” and together with Buyer Sub, the “ Buyer Parties ”), NDS Nutritional Products, Inc., a Nebraska corporation (“ 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 CNI entered into the Agreement;

 

WHEREAS, after the Transaction, and as contemplated by Section 33 of the A


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