Exhibit 10.1 Licensing with Mariz and WNG





AMENDING
AGREEMENT

 

THIS
AGREEMENT IS MADE THE
1ST DAY OF APRIL, 2005

 


	
      BETWEEN:

       
	
      MARIZ
      GESTAO E INVESTIMENTOS LIMITADA, a corporation
      duly incorporated in accordance with the laws of Madeira,
      herein acting
      and represented by Rodney Hodges, one of its Directors,

       

      (the
      "Licensor”) 

       

	 	
      PARTY
      OF THE FIRST PART

       

	
      AND:

       
	
      WEIDER
      NUTRITION GROUP, INC., a
      corporation duly incorporated in accordance with the laws of the State of
      Utah, herein acting and represented by Joseph W. Baty, its Chief Financial
      Officer,

       

      (the
      “Licensee”)

       

	 	
      PARTY
      OF THE SECOND PART

       




 

1.  PREAMBLE

 

1.1  WHEREAS Licensor and
Licensee have entered into a License Agreement dated as of December 1, 1996 with
respect to certain trade-marks, a copy of which is annexed hereto as Exhibit 1
(the “Original
License Agreement”);

 

1.2  WHEREAS the Original
License Agreement was supplemented by: (a) a letter dated as of December 1, 1996
from Licensee to Licensor, a copy of which is annexed hereto as Exhibit 2,
confirming that certain trade-marks were included within the ambit of the
Original License Agreement (the “Original
Supplemental Letter”); and (b) two
letters annexed hereto as Exhibit 3 (the “Subsequent
Supplemental Letters”), whereby
Licensee agreed to amend the Original License Agreement for the purpose of
excepting from the exclusive nature of its license under the License Agreement
the sale by Morinaga & Co. Ltd. of “In Products” in Taiwan, Korea, China,
Singapore, Hong Kong, Malaysia, Indonesia, the Philippines and Thailand in
association with the trademark “Weider” and “Weider”-formative trademarks
(collectively, the "Extended
Territory");

 

1.3  WHEREAS Licensee and
Weider Global Nutrition, LLC (“WGN”) have entered
into that certain Asset Purchase Agreement made as of the 1st day of April, 2005
(the "Purchase
Agreement"), pursuant to
which Licensee agreed, inter
alia, to sell, assign
and transfer to WGN those of Licensee’s assets, rights and properties necessary
for the conduct of its business referred to herein as the “Weider Branded
Business” including, without limitation, Licensee’s rights to use the trade-mark
“Weider”, all “Weider”-formative trade-marks and such other trademarks as are
more specifically set forth in Exhibit 5 annexed hereto to form an integral part
hereof (collectively, the “Weider
Trademarks”), as well as all
corresponding rights, title and interest of Licensee in and to the Original
License Agreement, the Original Supplemental Letter and the Subsequent
Supplemental Letters (collectively, the “License
Agreement”) solely with
respect to the Weider Trademarks (collectively, the “Partial
Assignment”);
and

 

1.4  WHEREAS Licensee has
requested Licensor’s consent to the Partial Assignment of Licensee’s rights,
title and interest in and to the License Agreement solely with respect to the
Weider Trademarks;

 

 












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-







 

1.5  WHEREAS the Partial
Assignment of Licensee’s rights, title and interest in and to the License
Agreement solely with respect to the Weider Trademarks will require that certain
amendments be made to the License Agreement in order to reflect the fact that
Licensee will retain its rights, title and interest in and to the License
Agreement with respect to all trademarks licensed thereunder other than the
Weider Trademarks; and

 

1.6  WHEREAS Licensor is
prepared to grant its consent to the Partial Assignment, and to agree with
Licensee as to certain amendments to the License Agreement, the whole upon the
terms and conditions set forth in this Amending Agreement.

 

    NOW,
THEREFORE, in consideration
of the mutual covenants contained herein and in the License Agreement and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby expressly acknowledged, the parties hereby agree as follows:

 

2.  DEFINITIONS

 

2.1  Each capitalized
term used but not defined herein has the meaning ascribed to it in the License
Agreement.

 

2.2  Whenever used in
this Amending Agreement, the term “Effective
Date” means March 1,
2005. 

 

3.  CONDITIONS

 

3.1  The parties agree
that, notwithstanding the date of execution of this Amending Agreement, this
Amending Agreement shall only become effective on the Effective Date and is
conditional upon: (i) the closing of the transaction of purchase and sale
contemplated by the Purchase Agreement; and (ii) the execution by Licensor and
WGN of a mutually satisfactory license agreement with respect to the Weider
Trademarks.

 

4.  AMENDMENTS
TO THE LICENSE AGREEMENT

 



	4.1   	The parties
      hereby amend the License Agreement as
follows:




 



	4.1.1   	paragraph A
      of the preamble to the Original License Agreement is hereby amended by
      deleting and replacing: (i) the words “exclusive licensee” by the words
      “the owner”; and (ii) the words “with respect to the Trademarks” by the
      words “of the registrations, and applications for registration, of the
      Trademarks”,




 


	4.1.2    	
      paragraph B
      of the preamble to the Original License Agreement is hereby amended by
      deleting and replacing the word “sublicense” by the word
      “license”;




 


	4.1.3    	
      the
      definition of “Royalties” in Section 1 of the Original License Agreement
      is hereby amended by deleting and replacing the words “Clause 3.1(c)” by
      the words “Clause 3.1(a)”;




 


	4.1.4    	
      the
      definition of “Royalty Year” in Section 1 of the Original License
      Agreement is hereby amended by deleting and replacing the words “June 1,
      1999” by the words “March 1, 2005”;




 


	4.1.5   	
      the
      definition of “Trademarks” in Section 1 of the Original License Agreement
      is hereby deleted in its entirety and replaced by the
      following:




 

““Trademarks” shall
mean the trademarks as listed in Schedule 1, other than the Weider
Trademarks.”

 












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-







 

 


	4.1.6   	
      Section 1 of
      the Original License Agreement is amended by including a new definition as
      follows:




 

“Weider Trademarks”
shall mean the trademark “Weider”, all “Weider”-formative trademarks and such
other trademarks as are more specifically set forth in Schedule 4.”

 


	4.1.7    	
      Section 2.1
      of the Original License Agreement is hereby amended by replacing the word
      “sublicense” by the word “license”;




 


	4.1.8    	
      the parties
      acknowledge that, by reason of Licensor’s efforts, the rights of persons
      or entities entitled to use the Trademarks in the countries of Australia,
      New Zealand and South Africa has been terminated and such Trademarks have
      ceased to be Unavailable Trademarks. However, notwithstanding Licensor’s
      best efforts, Licensor has been unable to recover the rights of persons or
      entities to the Unavailable Trademarks in Japan. Accordingly, the parties
      agree that Section 2.4 of the Original License Agreement is hereby deleted
      and replaced by the following:




 

“2.4 Licensee agrees
that (i) as a result of a pre-existing license agreement, Licensor does not have
the rights to license the Trademarks to Licensee in Japan (the “Japan Rights”),
(ii) Japan is not included in the definition of Territory and Licensee shall not
be entitled to use the Trademarks in Japan, unless and until Licensor obtains
the Japan Rights and (iii) Licensor is under no obligation to perform any act or
incur any of the costs or expenses in connection with, or otherwise pursue, the
acquisition of the Japan Rights. Licensor agrees that it will provide prompt
written notice to Licensee if, as and when Licensor obtains the Japan
Rights.”;

 


	4.1.9     	
      Sections
      3.1(a) and 3.1(b) the Original License Agreement are hereby
      deleted;




 


	4.1.10    	
      Section
      3.1(c) of the Original License Agreement is hereby amended as
      follows:




 

(a)  by deleting the
first paragraph thereof and replacing it by the following
paragraph:

 

“3.1(a) For each
Royalty Year commencing March 1, 2005, Royalties shall be paid as
follows:”

 

(b)  by deleting the
words “$33 million” in paragraph (i) of Section 3.1(c) and replacing them by the
words “$ 7 million U.S.”,

 

(c)  by deleting the
words “$33 million” and “$66 million” in paragraph (ii) of Section 3.1(c) and
replacing them by the words $7 

million U.S.” and
“$14 million U.S.”, respectively, 



 

(d)  by deleting the
words “$66 million” and “$100 million” in paragraph (iii) of Section 3.1(c) and
replacing them by the words “$14

 million U.S.”
and “$21 million U.S.”, respectively, and

 

(e)  by deleting the
words “$100 million” in paragraph (iv) of Section 3.1(c) and replacing them by
the words “$21 million U.S.”;

 


	4.1.11    	
      Section 3.2
      is hereby deleted.




 

 












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	4.1.12    	
      Section 3.3
      of the Original License Agreement is hereby deleted and replaced as
      follows:




 

“3.3 In connection
with Royalties owing pursuant to Clause 3.1(a), the Licensee shall, for the
first Royalty Year, pay to the Licensor a monthly Royalty equal to seven
thousand five hundred U.S. dollars ($7,500 U.S.). Thereafter Licensee shall pay
to Licensor a monthly Royalty equal to the greater of seven thousand five
hundred U.S. dollars ($7,500 U.S.) or one twelfth (1/12) of the previous year’s
Royalty paid by Licensee to Licensor. The monthly Royalty shall be paid no later
than the first day of each month as and from March 1, 2005.”

 


	4.1.13    	
      Section
      3.4(a) of the Original License Agreement is hereby deleted and replaced as
      follows:




 

“3.4(a) Within ninety (90)
days following the end of each Royalty Year commencing March 1, 2005, to the
extent that the amounts theretofore paid by Licensee to the Licensor under
Clause 3.3 is less than the Royalties otherwise due and owing by the Licensee to
the Licensor (pursuant to Clause 3.1(a) above), the difference shall be paid by
the Licensee to the Licensor.”

 

For greater
certainty, Section 3.4(a) of the Original License Agreement remains in effect
until February 28, 2005, such that Licensee shall pay to Licensor, by June 1,
2005, the amount by which: (i) the Royalties due and owing by the Licensee to
the Licensor pursuant to Clause 3.1(c) of the Original License Agreement (prior
to this Amending Agreement entering into effect), exceeds (ii) the amounts paid
by Licensee to the Licensor under Clause 3.3 of the Original License Agreement
(prior to this Amending Agreement entering into effect) in respect of the period
from June 1, 2004 to February 28, 2005;

 


	4.1.14    	
      Section
      3.4(b) of the Original License Agreement is hereby amended by deleting and
      replacing:




 

(a)  the words “Clause
3.1(c)” by the words “Clause 3.1(a)”

 

(b)  the words “Partial
Royalty Year or any Royalty Year, as the case may be,” by “Royalty Year” in line
4,

 

(c)  the words “Partial
Royalty Year, or Royalty Year as the case may be,” by “Royalty Year” in line
7,

 


	4.1.15    	
      Section 4 of
      the Original License Agreement is hereby amended by deleting and
      replacing:




 

(a)  the words “May 31,
2002” by the words “February 28, 2009 (the “Initial Term”)”; and

 

(b)  the words “June 1,
2002” by the words “March 1, 2009”;

 


	4.1.16    	
      Section 6.7
      of the Original License Agreement is hereby amended by deleting and
      replacing the words “name Weider” by the word
  “Trademarks”;




 


	4.1.17    	
      Section
      10.1.1 of the Original License Agreement is hereby deleted and replaced as
      follows:




 

 












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“Failure on the
part of Licensee to: (i) make any payment due to Licensor under this Agreement
for 15 days after such payment shall have become due; and (ii) cure such breach
within 15 days after written notice from Licensor advising Licensee of the
occurrence of the event set forth in paragraph (i) of this Section
10.1.1.”

 


	4.1.18    	
      Section 10.2
      of the Original License Agreement is hereby amended by inserting the
      following words at the end of said Section 10.2: “or upon the occurrence
      of all of the events contemplated by Section 14.8
  hereof.”;




 


	4.1.19    	
      Section 14.6
      of the Original License Agreement is hereby amended
by:




 

(a)  deleting and
replacing its current title by the following:

 

“Option and
Forced Sale of Trademarks”

 

(b)  adding a title to
the existing paragraph in Section 14.6 as follows:

 

“14.6.1 Irrevocable
Option”

 

(c)  deleting and
replacing:

 

(i) the words “May 31,
2002” in the 3rd line of the existing paragraph in Section 14.6 by the words
“February 28, 2009”, and

 

(ii) the words
“$7,000,000 U.S.” in the 4th line of the existing paragraph in Section 14.6 by
the words “$2,000,000 U.S.”, and

 

(d)  inserting a new
paragraph 14.6.2 as follows:

 

“14.6.2 Drag Along with
the Sale of Schiff brand in the U.S.

 

If, during the
Initial Term, (i) Licensee enters into a definitive agreement with an
unaffiliated third party (“Buyer”) to sell all or substantially all of
Licensee’s rights, title and interest in and to the trademark “Schiff” (the
“Transaction”), and (ii) the Transaction is actually consummated (the
“Closing”), then, at the time of the Closing, Licensee shall cause the Buyer,
whether by itself or through Licensee, to purchase at the Closing all of
Licensor’s rights, title and interest in and to the Trademarks for a purchase
price equal to $2,000,000 U.S. Licensee shall be required to provide reasonable
advance written notice to Licensor of a Transaction, provided that such written
notice shall be no later than 30 days prior to the Closing. 

 


	4.1.20    	
      Schedule1 of
      the Original License Agreement is hereby deleted and replaced by a new
      Schedule 1 in the form attached as Exhibit 4 to this Amending
      Agreement;




 


	4.1.21    	
      the text of
      Schedule 3 of the Original License Agreement is hereby deleted and
      replaced by the following:




 

“Territories

 

All countries of
the world except Canada, the United States (and its possessions), Mexico, Spain,
Portugal and, subject to Clause 2.4, Japan.”

 


	4.1.22    	
      A new
      Schedule 4 is inserted in the Original License Agreement, in the form
      attached as Exhibit 5 to this Amending
Agreement.




 

 












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5.     CONSENT

 

5.1  In consideration of
the Licensee’s covenants under this Amending Agreement, the Licensor hereby
consents to the Partial Assignment by Licensee to WGN of Licensee’s rights,
title and interest in and to the License Agreement solely with respect to the
Weider Trademarks, as and from the Effective Date.

 

6.  FURTHER
ACTIONS 

 

6.1  Each of the parties
hereby covenants and agrees, at its sole cost and expense, to execute and
deliver, at the request of the other party, such further instruments of transfer
and assignment and to take such other action as such other party may reasonably
request to more effectively give effect to this Amending Agreement.

 

7.  GENERAL
PROVISIONS

 

7.1  The preamble hereof
shall form an integral part of this Amending Agreement. 

 

7.2  Each provision of
the License Agreement not expressly amended by this Amending Agreement remains
in full force and effect and is hereby ratified and confirmed by the parties,
and the parties further confirm that the Original License Agreement, the
Original Supplemental Letter, the Subsequent Supplemental Letter and this
Amending Agreement shall be construed as, and constitute, one
agreement.

 

7.3  This Amending
Agreement shall be governed by and interpreted and enforced in accordance with
the laws of England (excluding any conflict of laws rule or principle which
might refer such interpretation to the laws of another
jurisdiction).

 

7.4  The division of
this Amending Agreement into sections and the insertion of headings are for
convenience of reference of this Amending Agreement. The headings in this
Amending Agreement are not are not intended to be full or precise descriptions
of the text to which they refer and are not to be considered part of this
Amending Agreement. All uses of the words “hereto”, “herein”, "hereof", "hereby"
and "hereunder" and similar expressions refer to this Amending Agreement as a
whole, unless otherwise specifically stated in this Amending
Agreement.

 

7.5  Any notice, demand
or request required or permitted to be given hereunder shall be in writing and
shall be deemed effective one (1) business day after having been faxed or six
(6) business days after been mailed by prepaid, registered or certified mail,
return receipt requested, to the addressee as follows: (i) if to Licensor, to
the attention of Mr. Rodney Hodges at P.O. Box 148, Union House, Union Street,
St. Helier Jersey, Channel Islands, JE4 8QL, or at the following fax number: +44
1534 504 701, with a copy to the attention of Mr. Bruno Floriani of Lapointe
Rosenstein, attorneys, at 1250 René-Lévesque Blvd. W., Suite 1400, Montreal,
Quebec, Canada, H3B 5E9 or at the following fax number: (514) 925-5010; or (ii)
if to Licensee, to the attention of the Chief Financial Officer at the address
of Licensee set forth above or at the following fax number: (801) 975-1924. Any
party may change its address or fax number for the purposes of this Amending
Agreement by giving written notice thereof to the other parties in accordance
with this provision.

 

7.6  The Original
License Agreement, the Original Supplemental Letter, the Subsequent Supplemental
Letter and this Amending Agreement set forth the entire agreement and
understanding between the parties with respect to the subject matter hereof and
supersedes all prior discussions, negotiations and agreements, verbal or
written, relating to the subject matter hereof. Neither party shall be bound by
any conditions, definitions, representations or warranties with respect to the
subject matter hereof other than those contained herein or hereafter set forth
in a writing duly executed by the parties.

 

 












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7.7  Neither party shall
be entitled to assign, transfer or otherwise encumber any of its rights or
obligations hereunder, or subcontract the performance of any of its obligations,
or without the prior written consent of the other party. Subject to the
foregoing, this Amending Agreement shall be binding upon and enure to the
benefit of the parties hereto and their respective successors and permitted
assigns. Notwithstanding the foregoing, each party (the “Assigning
Party”) shall be
entitled to assign and transfer all of its rights, title and interest in and to
this Amending Agreement and the License Agreement, without the other party’s
prior written consent but after giving written notice to the other party, to (i)
any Affiliate of the Assigning Party; or (ii) any corporation, partnership,
trust, settlement or other entity resulting from a bone
fide reorganization of
the Assigning Party; provided in each case that the assignee agrees to be bound
by the terms hereof and that the Assigning Party remains jointly and severally
bound hereunder and under the License Agreement with the assignee. As used in
this Amending Agreement, “Affiliate” shall mean, with
regard to either party, any corporation, partnership, trust, settlement or other
entity that directly or indirectly controls, is control by, or is under common
control with such party. “Control” of an entity
shall mean possession, directly or indirectly, of power to direct or cause the
direction of management of policies of such entity, whether by ownership of
voting securities, by contract or otherwise. 

 

7.8  This Amending
Agreement may be executed in several counterparts, by facsimile or otherwise,
each of which when so executed shall be deemed to be an original, and together
shall constitute one and the same document.

 

[SIGNATURE
PAGE FOLLOWS]















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IN WITNESS
WHEREOF, the parties have
executed this Amending Agreement as of the date first hereinabove
mentioned.

 



	
       

      WEIDER
      NUTRITIION GROUP, INC.

       

	
      Per :
	 	 
	 	
      Joseph W.
      Baty, Chief Financial Officer

       

	
      MARIZ
      GESTAO E INVESTIMENTOS LIMITADA

       

	
      Per :
	 	 
	 	
      Rodney
      Hodges, Director
	 



 

 

 





















 



 

EXHIBIT
1

 

 

ORIGINAL
LICENSE AGREEMENT

 

 























 



 

EXHIBIT
2

 

 

ORIGINAL
SUPPLEMENTAL LETTER

 

 




 




















 



 

EXHIBIT
3

 

 

SUBSEQUENT
SUPPLEMENTAL LETTERS

 

 




 




















 

 

EXHIBIT
4

 

 

 

SCHEDULE
1

 

 

The
Trademarks

 

 

Trademarks and
master brand names used in the United States and countries comprising the
“Territories” as defined in Schedule 3 on or prior to December 1, 1996, by
companies affiliated with Weider Health and Fitness, a Nevada corporation, in
the advertising, labelling, marketing and distribution of “Products” as defined
in Schedule 2.

 

Notwithstanding the
foregoing, the “Trademarks” shall exclude the trademark “WEIDER”, the
“WEIDER”-formative trademarks and such other trademarks as are more specifically
set forth in Schedule 4. 

 

For greater
certainty, the Trademarks shall include, without limitation, the following
trademarks:

 





	
      Trade-Mark

       
	 
	
      FAT MANAGER
      
	 
	
      FI-BAR &
      Design 
	 
	
      FI-BAR
	 
	
       

      MOVE FREE
      
	 
	
      SCHIFF
      
	 
	
      SCHIFF
      APPETTROL 
	 
	
      SCHIFF COLD
      GARD 
	 
	
      SCHIFF
      JOINT-AID 
	 
	
      TIGER'S MILK
      
	 
	
      VITALISLIM
      
	 






 























 

 

 

EXHIBIT
5

 

 

 

SCHEDULE
4

 

 

WEIDER
TRADEMARKS

 

All “Weider”
trademarks, all “Weider”-formative trademarks and all other trademarks and
master brand names listed below.

 

For greater
certainty, the Trademarks shall include, without limitation, the following
trademarks:

 

 




 

(For the purpose of
this Agreement, only the trademark classes relating to nutritional goods
specifically in relation to the Products shall be included. For greater
certainty, international classes 16, 25, 28 and 41 (as well as their equivalent
local classes) are specifically excluded)





	
      Trade-Mark

       

	
      DYNAMIC CARBO
      ENERGIZER & Design 

	
      BODY SHAPER
      

	
      JOE WEIDER
      & Design 

	
      JOE WEIDER
      

	
      JOE WEIDER
      SIGNATURE 

	
      JOE WEIDER'S
      

	
      JOE WEIDER'S
      OLYMPIAN & Design 

	
      JOE WEIDER'S
      OLYMPIAN & Torch Design 

	
      JOE WEIDER'S
      OLYMPIAN MUSCLE BUILDER 

	
      JOE WEIDER'S
      VICTORY & Design 

	
      JOE WEIDER'S
      VICTORY 

	
      MEGA MASS
      

	
      MEGAMASS
      

	
      MEGAMASSE
      

	
      OLYMPIAN
      

	
      PERFORMANCE
      

	
      SPEED BOOSTER
      

	
      VICTORY
      

	
      W WEIDER
      & Design 

	
      W WEIDER
      & DEVICE 

	
      WEIDER &
      Design 

	
      WEIDER
      

	
      WEIDER 60
      YEARS OF EXCELLENCE & Design

	
      WEIDER
      OLYMPIAN 

	
      WEIDER
      SCIENCE 

	
      WEIDER ULTRA
      LEAN (CTM) 

	
      WEIDER;
      Design