Exhibit 10.2
AMENDMENT NO. 1 TO MARKETING AGREEMENT
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This Amendment No. 1 to Marketing Agreement ("Agreement") is made and
entered in as of date of the Parties signatures below, to be effective as of the
Effective Date, as defined below, by and between ALLMARINE CONSULTANTS
CORPORATION ("Allmarine"), a Nevada corporation, and PHILTEX CORPORATION, LTD.,
a Belize Corporation ("Philtex"), each individually a "Party" and collectively
the "Parties."
W I T N E S S E T H:
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WHEREAS, the Parties previously entered into a Marketing Agreement
effective August 15, 2005 (the "Marketing Agreement");
WHEREAS, the Marketing Agreement referenced an "Exhibit A," attached to the
Marketing Agreement, which was to include a list of services which Philtex
granted Allmarine the right to promote, market and sell pursuant to the terms
and conditions of the Marketing Agreement (the "Prior Exhibit");
WHEREAS, no Prior Exhibit was attached to the Marketing Agreement;
WHEREAS, the Parties now desire to amend the Marketing Agreement to include
the list of services which Philtex granted Allmarine the right to promote,
market and sell pursuant to the Marketing Agreement, which list is attached
hereto as Exhibit 1; and
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WHEREAS, the Parties now desire to amend the Marketing Agreement to provide
for work to be outsource or referred by Allmarine to Philtex, prior to such time
as Allmarine is able to provide services on its own.
NOW, THEREFORE, in consideration of ten dollars ($10) and other good and
valuable consideration, which consideration Philtex acknowledges receipt of, and
the premises and the mutual covenants, agreements, and considerations herein
contained, the parties hereto agree as follows:
1. ADDITION OF EXHIBIT 1 TO THE MARKETING AGREEMENT.
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The Parties agree that the Marketing Agreement shall be amended
to include as Exhibit A to such Marketing Agreement, the "list of
services provided," which is attached hereto as Exhibit 1 (the
"Services").
2. OUTSOURCING SERVICES THROUGH PHILTEX.
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The Parties agree that prior to such time as Allmarine is able to
offer the Services on its own, such Services may be
referred/outsourced to Philtex and that in consideration for such
outsourcing Philtex will retain a greater percentage of the gross
revenues generated through such sales, which percentage will be
determined on a sale by sale basis between the Parties after taking
into account Philtex's cost of services performed.
3. MISCELLANEOUS.
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(a) Assignment. All of the terms, provisions and conditions of
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this Agreement shall be binding upon and shall inure to the
benefit of and be enforceable by the parties hereto and their
respective successors and permitted assigns.
(b) Applicable Law. This Agreement shall be construed in
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accordance with and governed by the laws of the State of Texas,
excluding any provision which would require the use of the laws
of any other jurisdiction and shall be subject to the dispute
resolution clause contained in Section 10 of the Marketing
Agreement.
(c) Entire Agreement, Amendments and Waivers. This Agreement
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constitutes the entire agreement of the parties hereto and
expressly supersedes all prior and contemporaneous understandings
and commitments, whether written or oral, with respect to the
subject matter hereof. No variations, modifications, changes or
extensions of this Agreement or any other terms hereof shall be
binding upon any party hereto unless set forth in a document duly
executed by such party or an authorized agent or such party.
(d) Waiver. No failure on the part of any party to enforce any
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provisions of this Agreement will act as a waiver of the right to
enforce that provision.
(e) Section Headings. Section headings are for convenience only
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and shall not define or limit the provisions of this Agreement.
(f) Effect of Facsimile and Photocopied Signatures. This
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Agreement may be executed in several counterparts, each of which
is an original. It shall not be necessary in making proof of this
Agreement or any counterpart hereof to produce or account for any
of the other counterparts. A copy of this Agreement signed by one
party and faxed to another party shall be deemed to have been
executed and delivered by the signing party as though an
original. A photocopy of this Agreement shall be effective as an
original for all purposes.
[Remainder of page left intentionally blank. Signature page follows.]
This Agreement has been executed by the parties on the dates shown below,
to be effective as of and to relate back to the date of the original Marketing
Agreement, August 15, 2005 (the "Effective Date").
ALLMARINE CONSULTANTS CORPORATION
a Nevada corporation
/s/Michael Chavez
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Michael Chavez
Chief Executive Officer
Date: 2/22/06
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PHILTEX CORPORATION, LTD.
a Belize corporation
/s/ Chris Warren
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Chris Warren
President
Date: 2/22/06
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EXHIBIT 1
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LIST OF SERVICES PROVIDED
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01. Ships Registration
- Registration / de-registration of naval mortgages
- Provisional Registration
- Manning Requirements
- Seafarers Documents
- Safety Inspection
- Bareboat/Dual Registry
- Special Registrations
02. Ship Registry Jurisdictions
- Dominica
- Georgia
- Belize
- Cambodia
- DPR Korea
- Panama
03. Marine Surveys and Consultancy
- ISM Consulting / Preparation for DOC/ISM manuals and certificates
- Class, Load Line, and /SOLAS
- Pre-Purchase, condition & cargo gear survey
- Tonnage Calculations
- Stability and brain loading booklet calculations & approval
- General / Condition Surveys
- Full vessel investigations
- Insurance Surveys
- Vessel Inspections
- Superintendence
- Technical Consultancy
- Industrial Services
04. Offshore Jurisdictions (International Business Companies, LLC,
partnerships, etc.)
- Belize
- British Virgin Island
- Panama
- Delaware, USA
05. Legal Consultancy / Services
- Attestation
- US Notary
- Bill of Sale
- Contracts & MOA
- Claims
- Class Action Litigation
- Marine Insurance