Exhibit 10.1


SECOND
ADDENDUM TO AMENDED STOCK TRANSFER AGREEMENT


This Second Addendum to Amended Stock Transfer Agreement (the “Addendum”),
is entered into, as of July __, 2011, by and among FBC Holdings, Inc., a Nevada corporation (“FBCH”), and Super Rad
Corporation, a Nevada corporation (“SRC”), each as “Party” and collectively, the “Parties.”


 


WHEREAS, the Parties previously entered into an Asset Purchase Agreement,
dated as of July 2, 2010;


 


WHEREAS, the Parties previously entered into a Stock Transfer Agreement,
dated as of September 2010;


 


WHEREAS, the Parties previously entered into an Amended Asset Purchase
Agreement, dated as of February 10, 2011;


 


WHEREAS, the Parties previously entered into an Amended Stock Transfer
Agreement, dated as of February 10, 2011; and


 


WHEREAS, the Parties desire to honor the aforementioned agreements,
to complete the contemplated asset purchase, and to commence business as Super Rad Industries (“SRI”).


 


NOW, THEREFORE, in consideration of the foregoing, and in reliance
on the mutual


agreements contained herein, the Parties agree as follows:


 


Pursuant to the terms and conditions of the Parties’ Amended
Asset Purchase Agreement, dated as of February 10, 2011, SRC has now sold, transferred, conveyed, assigned and delivered free from
all liens, charges and encumbrances to FBCH, and FBCH has purchased, acquired and accepted from SRC all right, title and interest
in and to the SRC Assets. As set forth in the Asset Purchase Agreement, the SRC Assets include: All current licenses and contracts;
Any Sculpts or Prototypes; Superradtoys.com; and the name Super Rad Toys.


 


Pursuant to the terms and conditions of the Parties’ Amended
Stock Transfer Agreement, dated as of February 10, 2011, and pursuant to this Addendum, FBCH shall deliver One Hundred and Forty-Five
Thousand Dollars ($145,000) to SRC in United States funds to complete the Parties’ contemplated asset purchase (“FBCH’s
Payment Obligations”). FBCH shall make an initial payment of Sixty Thousand Dollars ($60,000) to SRC in United States funds,
as well as agreed-upon payments for expenses associated with SRC’s website development, product production and freight delivery,
legal fees, third-party licenses, storefront lease obligations, and consulting agreements (“SRC Operational Expenses”),
by not later than July 13, 2011. FBCH shall pay the remaining Eighty-Five Thousand Dollars ($85,000), by delivering Ten Thousand
Dollars ($10,000) per month to SRC in United States funds not later than the first (1st) day of each month, beginning on August
1, 2011, until the remaining Eighty-Five Thousand Dollars ($85,000) is paid in full. (These monthly
payments shall be referred to herein as the “Monthly Payments”).









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In addition, by not later than
August 15, 2011, the Parties shall provide each other with a detailed accounting of all funds paid or loaned by FBCH to SRC in
connection with the contemplated asset purchase. Pursuant to the results of this accounting, FBCH shall pay the outstanding balance
of the One and One Half Million Dollars ($1,500,000) (“SRI Working Capital”), as set forth in the Parties’ Amended
Asset Purchase Agreement and Amended Stock Transfer Agreement, to SRC and/or SRI, or to third-parties on behalf of SRC and/or SRI,
by not later than December 31, 2011.


 


Should FBCH fail to
pay any of the Monthly Payments, the SRC Operational Expenses, or the SRI Working Capital when
due, SRC shall provide ten (10) calendar days notice to FBCH to make such payment. In the event that FBCH fails to pay such Monthly
Payment, SRC Operational Expense, or SRI Working Capital after this ten (10) calendar day cure
period, SRC shall have the right to terminate the Parties’ Amended Stock Transfer Agreement and Amended Asset Purchase
Agreement, and keep and retain all monies and financing paid or loaned by FBCH, or third-parties on behalf of FBCH, to SRC and/or
SRI in connection with the contemplated asset purchase.


 


At such time that FBCH’s Payment
Obligations are met to the satisfaction of SRC, the Parties shall fulfill their respective obligations as set forth in the Amended
Stock Transfer Agreement and the Amended Asset Purchase Agreement.


 


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IN
WITNESS WHEREOF, the Parties have caused this Addendum to be executed in their respective names by their respective officers duly
authorized, as of the date first written above.


FBC Holdings,
Inc.Super Rad Corporation


 


 


 


By:_______________________By:_______________________


Name:Christopher
J. LeClercName: Sidney Richlin


Title:CEOTitle:
President


 


 






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State of ___________________


 


County of _________________


 


On _____________,
before me, _________________________, a Notary Public, personally appeared ____________________________, who proved to me on the
basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he executed the same in his authorized capacity, and that by his signature on the instrument, the person, or the entity upon behalf
of which the person acted, executed the instrument.


 


I certify under
PENALTY OF PERJURY under the laws of the State of _________ that the foregoing paragraph is true and correct.


 


WITNESS my hand
and official seal.


 


 


________________________


Signature of
Notary Public


 


 


My commission
expires: ____________________


 


 



 


 


 


 


State of ___________________


 


County of _________________


 


On _____________,
before me, _________________________, a Notary Public, personally appeared ____________________________, who proved to me on the
basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he executed the same in his authorized capacity, and that by his signature on the instrument, the person, or the entity upon behalf
of which the person acted, executed the instrument.


 


I certify under
PENALTY OF PERJURY under the laws of the State of _________ that the foregoing paragraph is true and correct.


 


WITNESS my hand
and official seal.


 


 


________________________


Signature of
Notary Public


 


 


My commission
expires: ____________________


 






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