Unassociated Document


    Exhibit 10.2

    
 

    Amendment
Number 1 (this "Amendment") dated October 14, 2009 to License Agreement (the
"License Agreement") made as of October 14, 2009 by and between Global Resource
Corporation as Licensor (hereinafter called "Licensor"), a Nevada corporation
having a principal place of business at 1000 Atrium Way, Suite 100, Mount
Laurel, New Jersey 08054 and Universal Alternative Fuels, Inc., as Licensee
(hereinafter called "Licensee"), a Nevada corporation having a principal place
of business at 1400 Old Country Road, Suite 206, Westbury, NY
11590.

     

    RECITALS:

     

    A.           Licensor
and Licensee have entered into the License Agreement. The Licensor and Licensee
also have entered into the security agreement dated as of October 14, 2009 (the
"Security Agreement") and the Purchase Order dated as of October 14, 2009 (the
"Purchase Order").

     

    B.           The
parties desire to amend the License Agreement, the Security Agreement and the
Purchase Order (together the "Agreements") in the manner specified in this
Amendment.

     

    C.           Capitalized
terms not otherwise defined in this Amendment shall have the meanings ascribed
to them in the respective agreements in which they appear.

     

    NOW,
THEREFORE, in consideration of the foregoing recitals, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

     

    1.           Effective
Date of Agreements. The effective date of each of the Agreements shall be
October 14, 2009 for all purposes including, but not limited to, the
commencement of the calculation of all time periods described in the License
Agreement. All other references in any of the Agreements to "October 5" shall be
deemed amended to refer to "October 14."

     

    2.           Amendment
of Article XI.  As currently written Article XI of the License
Agreement reads as follows:

     

    "This
License Agreement shall not be assigned by either party without the prior
written consent of the other Party hereto; provided, however, that a change of
control of the Licensee, or its Reorganization with or into a public company as
provided in Article V, regardless of the form of the Reorganization, shall not
be deemed an assignment for purposes of this License Agreement."

     

    As
amended Article XI shall read as follows:

    "This
License Agreement may be assigned by Licensee without the consent of the
Licensor; provided, that
(i) Licensee gives prior written notice of the assignment to Licensee,
and (ii) the assignee agrees to assume and be bound by the obligations of
Licensee under this License Agreement. Notwithstanding any such assignment,
Licensor shall have the same participation rights in assignor or assignee, as
the case may be, in connection with any Reorganization that precedes,
accompanies or follows any such

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    assignment
or successive assignments by Licensee or any successor. For all purposes
hereunder, a change of control of the Licensee, or its
Reorganization with or into a public company as provided in Article V,
regardless of the form of the Reorganization, shall be deemed an assignment for
purposes of this License Agreement:

     

    3.           Ratification.
Except as specifically amended in
this Amendment, Licensor and Licensee expressly ratify and reconfirm the
terms and conditions of each of the Agreements as fully and completely as if
incorporated in their entirety in this Amendment.

     

    IN
WITNESS WHEREOF, Licensor and Licensee have executed and delivered this
Amendment as of this 14th
day of October 2009 by their duly authorized representatives.

     

    


    
      
        	 	
                Global
      Resource Corporation

              	 
	 	 	 	 
	
              	
                By:
      

              	/s/ Peter
      A. Worthington	 
	 	 	
                Peter
      A. Worthington, CEO

              	 
	 	 	 	 
	 	Universal
      Alternative Fuels, Inc.	 
	 	 	 	 
	 	
                By:
      

              	 
    	 
	 	 	
                Greg
      Goldberg, President

              	 


      

    

     

     

     


    
      
         


      

      
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    assignment
or successive assignments by Licensee or any successor. For all purposes
hereunder, a change of control of the Licensee, or its
Reorganization with or into a public company as provided in Article V,
regardless of the form of the Reorganization, shall be deemed an assignment for
purposes of this License Agreement:

     

    3.           Ratification. Except as specifically amended in this Amendment, Licensor and
Licensee expressly ratify and reconfirm the terms and conditions of each of the
Agreements as fully and completely as if incorporated in their entirety in this
Amendment.

     

    IN
WITNESS WHEREOF, Licensor and Licensee have executed and delivered this
Amendment as of this 14th
day of October 2009 by their duly authorized representatives.

     

    
      


      
        
          	 	
                  Global
      Resource Corporation

                	 
	 	 	 	 
	
                	
                  By:
      

                	  	 
	 	 	
                  Peter
      A. Worthington, CEO

                	 
	 	 	 	 
	 	Universal
      Alternative Fuels, Inc.	 
	 	 	 	 
	 	
                  By:
      

                	/s/
      Greg Goldberg	 
	 	 	
                  Greg
      Goldberg, President

                	 


        

      

       

    

     

    
 

     

    
      
        
        

      

      
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