Amendment to the License Agreement, by and between the Company and Beta Foods



 Exhibit 10.9 
 Beta Foods, LLC 
 13250 Gregg Street 
 Suite A 
 Poway, California 92064 
 May 14, 2004 
 American Consolidated Management Group,
Inc. 
 714 Fairview Road 
 Greer, South Carolina 29651

 Re: Amendment to Technology Transfer Agreement 
 Gentlemen:

 When accepted by you, this shall constitute our complete amendment to our agreement concerning the transfer to you of certain technology,
and the rights to manufacture, market, and distribute products made with the subject technology. 
 ACMG has negotiated a settlement and
compromise agreement by and between itself and AR Funding [“ARF”] concerning conflicting claims as to debts claimed, and shares issued to Jack Shaw and Brian K. Holden. 
 Part of the consideration between ACMG and Beta in their original agreement was the issuance of shares of ACMG common stock, and the cleaning up of
indebtedness of ACMG in order to add value to ACMG. 
 In order to facilitate ACMG’s reduction of debt to ARF, Beta hereby agrees to the
following: 
  

	 	a.	Beta shall repay the principal sum of $ 2,640,000.00 to ARF; provided, that Beta’s liability is hereby expressly limited to, and contingent upon, the payment of the increased
royalty set out herein, such that the general assets of Beta shall not be subject to a charge by ARF for this indebtedness. This indebtedness is further limited to the increased portion of the royalty set out herein, and shall not be charged, or
chargeable against the current ten percent (10%) royalty between ACMG and Beta. Beta agrees to wire transfer to ARF the monthly royalty against which this indebtedness is chargeable, within 2 business days of receipt of said payments; provided
that, ARF has provided Beta with proper wiring instructions. 

  

	 	b.	 For and in consideration of this agreement, the monthly royalty payable to Beta by ACMG pursuant to the agreement, dated March 23, 2004, by and between ACMG
and Beta, shall be increased from ten percent (10%) to thirty percent (30%), with the increased portion [20%] to be utilized first for the 



  

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repayment to AFR of the debt listed hereinabove, and second for any increased income tax liability for Beta that results from the payment to Beta of the
increased royalty set out herein. In this regard, it is specifically agreed and understood that Beta is assuming, to the extent set out herein, the indebtedness set out hereinabove from ACMG, and that the purpose of that assumption is to facilitate
the start-up operations of ACMG in which Beta has a vested interest. Upon such time as the ARF debt is paid in full, as well as any additional compensation determined by competent tax advisors and/or counselors, to compensate and cover any increased
tax liabilities of Beta resulting from the payment of the ARF debt, then the increased royalty (20%) shall automatically revert back to ACMG. In this regard, Beta may elect to obtain independent tax counsel from either an attorney or certified
public accountant regarding the income tax liability consequences of this transaction. ACMG shall bear the costs of such opinion, and said opinion shall be binding upon ACMG, and shall control the length of time that this increased royalty shall be
in effect. 


 This amendment is specifically contingent upon the full and complete execution and delivery, in form and
substance satisfactory to ACMG, of a release of indebtedness by ARF of any and all claims by ARF against ACMG, as well as any subsidiary of ACMG, without conditions. In the event that said release is not executed and delivered to ACMG simultaneously
with this letter amendment, then in such event, this letter amendment shall automatically be void, regardless if executed and delivered. 
 Except as specifically amended herein, the terms and provisions of the original agreement, dated March 23, 2004 shall remain in full force and effect. 
 If the foregoing is your understanding of our agreement, and is completely satisfactory to you, please indicate your acceptance in the space provided below and return two copies to our offices. 
  

	
	Regards,
	
	Richard A, Shanks
	President

 Agreed to and accepted this 
 14th day of
May, 2004. 
  

			
	American Consolidated Management Group, Inc.
		
	By:	 	 



		 	Director

  

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 Printed Name/Office 
  

			
	Agreed to and accepted by
Associated Receivables Funding, Inc.
on this 14th
day of May, 2004, for the express
limited purpose of agreeing to the repayment
of debt from and out of the royalty.
		
	By:	 	 



		 	Brian K. Holden

  

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