fsb2ex10b_petecology.htm


    
      TRICON
        HOLDINGS,  L.L.C.

      201
        Alahambre Circle

      Suite
        401

      Coral
        Gables, Florida 33134

      


       

      February
        26, 2007

       

      Personal
        and Confidential

       

      Ralph
        J.
        Steckel

      President

      Chairman

      Pet
        Ecology Brands, Inc.

      14822
        Venture Dr.

      Dallas,
        Texas 75234

      


       

      Re: Agreement
        To License Patents

       

      Dear
        Mr.
        Steckel:

       

      This
        letter confirms the terms of this Agreement To License Patents
        (“Agreement”)  by and between Tricon Holdings, L.L.C. and Texas
        Atlantic Capital Partners, L.L.C., or assigns,
        (collectively,  "Licensee") and Pet Ecology Brands, Inc. (“Company”)
        whereby Company agrees to exclusively license to Licensee any and all domestic
        and international rights to manufacture and sale products covered by any
        and all
        patents now or hereinafter applied for or obtained by Company, specifically,
        but
        not limited to those described on Exhibit “A” attached hereto and incorporated
        herein for all purposes. Such license shall be limited to the sale by
        Licensee  of products covered by the patents via internet, telephone,
        television or other
        method Licensee may devise for sale to consumers who accept home delivery
        of the
        products.

       

      In
        consideration for such agreement, Licensee agrees to pay to Company the
        following:

       

      a.           
        The sum of One Hundred Fifty Thousand Dollars ($150,000), Fifty Thousand
        Dollars
        ($50,000) of which shall be due and payable as of the date hereof and the
        balance being due on or before April 15, 2007; and,

       

      b.           
        Payment by Licensee to Company a royalty in an amount equal to 12% of the
        direct
        cost to Licensee of manufacturing and packaging (but not shipping) any product
        sold pursuant to the terms of the License Agreement. The parties agree that
        payment by Licensee of such royalties shall be made no later than thirty
        (30)
        days following the end of each calendar quarter and shall be accompanied
        by an
        accounting of all direct costs incurred by Licensee in manufacturing the
        products sold pursuant to the License Agreement. Company shall be entitled,
        at
        its own expense, to conduct and audit of Licensee’s costs upon which any royalty
        payments are based, and, if the results of such audit reflects that Company
        has
        been underpaid by Licensee by 15% or more during the period subject to the
        audit, Licensee shall, in addition to paying the additional amount of royalties,
        shall reimburse Company for the reasonable expense of the audit.

       

       

      
        
          
          

        

        
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      The  parties
        agree to immediately engage the firm of Howinson & Arnott to draft the
        Licenses in accordance with the terms of this Agreement and Licensee agrees
        to
        pay the legal expenses associated therewith.

       

      In
        addition to the Licenses, Company agrees to provide Licensee any and all
        proprietary formulas and other information necessary for Licensee to manufacture
        any and all products covered by this Agreement and  the Licenses.
        Licensee agrees that such formulas and information shall remain confidential
        and
        not disclosed to any third parties other than such third parties that are
        engaged to manufacture products covered by this Agreement and the
        Licenses.  Licensee agrees to obtain confidentiality agreements with
        such third parties which shall include terms reasonably designed to protect
        the
        proprietary nature of the formulas and other information.

       

      Additionally,
        and as a provision of the Licenses, the parties agree that an absolute
        assignment of all patents covered by the Licenses shall be executed by Company
        and delivered to Steve Storey, Escrow Agent, along with any and all proprietary
        formulas and other information essential for manufacturing all products covered
        by this Agreement and the Licenses, with escrow instructions that, in the
        event
        Company should voluntarily or involuntarily seek bankruptcy protection or
        should
        any or all of the patents become subject to being sold or transferred to
        any
        third party as a result of actions taken by one or more creditors of the
        Company, Escrow Agent shall  deliver the absolute assignment of the
        patents to Licensee.

       

      Licensee
        reserves the right to enter into consulting and other agreements with Ralph
        J.
        Steckel (“Inventor”) containing such terms and conditions and providing for such
        compensation to Inventor as may reasonably be required to obtain
        Inventor’s  assistance and knowledge concerning the manufacture and
        marketing of the products covered by the patents.

       

      


       

      The
        parties agree to enter into such
        other and further agreements, if necessary, to ensure that the spirit and
        terms
        of  this Agreement are fulfilled.

       

      This
        agreement may be executed in any number of counterparts, any of which shall
        be
        deemed an original.

       

      Sincerely

       

      Tricom
        Holdings, L.L.C.

       

      By:  /s/
        Emel
        Yelsil

      Name:  Emel
        Yelsil

      Its:        Managing
        Director

      


      Texas
        Atlantic Capital Partners, L.L.C.

      


      


      By:  /s/
        E.
        Denton Jones

      Name:  E.
        Denton Jones

      Its:                 
        Manager

      


       

      AGREED:

       

      Pet
        Ecology Brands, Inc.

       

      By:  /s/
        Ralph J. Steckel 

                 Ralph
        J. Steckel

      President

      


            /s/
        Ralph J. Steckel 

      Ralph
        J. Steckel

      Individually

       

      
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