Unassociated Document


    
      Exhibit
10.1

       



    RIVIERA
INVESTMENTS, INC.

    1138
Hartzell Street

    Pacific
Palisades, CA  90272

    


    


    


    December
16, 2008

    


    


    Rubber
Research Elastomerics, Inc.

    4500 Main
Street NE

    Fridley,
MN  55421

    


    Attention:
Mr. Dan Michael Wells, CFO and Secretary

    


     

    Ladies
and Gentlemen:

     

    We refer
to:

    


    that
certain letter loan agreement dated as of November 13, 2008 (the “Loan
Agreement”; capitalized terms not defined herein being used herein as therein
defined), between RUBBER RESEARCH ELASTOMERICS, INC., a Minnesota corporation
(the “Borrower”) and RIVIERA INVESTMENTS, INC., a California corporation (the
“Lender”); and

     

    that
certain Security Agreement dated as of December 1, 2008 (the “Security
Agreement”) executed by the Borrower in favor of the Lender.

     

    On the
“Effective Date” (as defined below) of this letter amendment, the Lender hereby
agrees with the Borrower to amend the Loan Agreement as follows:

     

    the
introductory paragraph of the Loan Agreement is hereby amended in its entirety
to read as follows:

     

    “RIVIERA
INVESTMENTS, INC. a California corporation (the ‘Lender’) is pleased to advise
RUBBER RESEARCH ELASTOMERICS, INC., a Minnesota corporation (the ‘Borrower’),
that the Lender, subject to the terms hereof agrees to extend to the Borrower a
loan (the ‘Loan’) in one or more disbursements in an aggregate amount not to
exceed Four Hundred Thousand and No/100ths Dollars ($400,000.00) (the ‘Maximum
Amount’), to be used to for the purposes described on Exhibit A attached hereto,
subject to the following terms and conditions:”

     

    
      
         

      

      
         

        
          

        

      

      
        
          RUBBER
RESEARCH ELASTOMERICS, INC.

          December
16, 2008

          Page
2

        

      

    

     

     

    On the
“Effective Date” (as defined below) of this letter amendment, the Lender hereby
agrees with the Borrower to amend the Security Agreement as
follows:

     

    Recital A
of the Security Agreement is hereby amended by replacing the occurrence of the
phrase “dated of even date herewith” appearing therein with “dated as of
November 13, 2008”;

     

    the
definition of “Lender Affiliate” appearing in Article I of the Security
Agreement is hereby amended in its entirety to read as follows:

     

    “‘Lender Affiliate’
shall mean any affiliate of the Lender which is party to a written agreement
with Grantor providing for any extension of credit to Grantor; such term shall
include, without limitation, Winston Salser, Ph.D.”

     

     

    Section
3.8 of the Security Agreement is hereby amended by replacing the occurrence
therein of the term “Revolving Credit Note” with the term “Note”;

     

    the
heading of Section 7.8 of the Security Agreement is hereby amended in its
entirety to read as follows:

     

    “7.8           Patents; Trademarks and
Trade Secrets.”

     

     

    the
Security Agreement is hereby further amended by inserting the following new
Section 8.10 immediately following Section 8.9:

     

    “8.10                      Injunction to Enforce
Confidentiality.  Lender shall have the right, at any time, to
seek an injunction to enforce the confidentiality of any Trade Secret and
Grantor waives any right to oppose any such action on the part of
Lender.”

     

    


     

    This
letter amendment shall be effective as of the date first above stated on the
date (the “Effective Date”) on which the Lender receives:

     

    
      
         

      

      
         

        
          

        

      

      
        
          RUBBER
RESEARCH ELASTOMERICS, INC.

          December
16, 2008

          Page
3

        

      

    

     

     

    a copy of
this letter amendment, duly executed by the Borrower;

     

    an
amended and restated Demand Note in the form provided by the Lender (the
“A&R Demand Note”) duly executed by the Borrower;

     

    a
Secretary’s Certificate, in the form provided by Lender, appropriately completed
and duly executed by the Borrower; and

     

    such
other documents, instruments or certificates as the Lender may
request.

     

    By
executing this letter amendment, the Borrower represents and warrants to the
Lender that:

     

    The
execution, delivery and performance by the Borrower of the Loan Agreement, as
amended through this letter amendment, the Security Agreement, as amended by
this letter amendment, the A&R Demand Note and the other Loan Documents to
which the Borrower is a party have been duly authorized by all necessary
corporate action, do not require any approval or consent of, or any
registration, qualification or filing with, any governmental agency or authority
or any approval or consent of any other person (including, without limitation,
any member), do not and will not conflict with, result in any violation of or
constitute any default under, any provision of the Borrower’s articles of
incorporation, bylaws or any agreement binding on or applicable to the Borrower
or any of its property, or any law or governmental regulation or court decree or
order, binding upon or applicable to the Borrower or of any of its property and
will not result in the creation or imposition of any security interest or other
lien or encumbrance in or on any of such  Borrower’s property pursuant
to the provisions of any agreement applicable to the Borrower or any of its
property;

     

    The
representations and warranties contained in Section 6 of the Loan Agreement are
true and correct as of the date hereof as though made on that date after giving
effect to this letter amendment, except that the representations and warranties
set forth in Section 6(i) of the Loan Agreement to the financial statements of
the Borrower shall be deemed a reference to the annual audited and interim
internally-prepared financial statements of the Borrower, as the case may be,
then most recently delivered to the Lender pursuant to 7(a) of the Loan
Agreement;

     

    The Loan
Agreement, as amended by this letter amendment, the Security Agreement, as
amended by this letter amendment, the A&R Demand Note and the other Loan
Documents to which the Borrower is a party remain in full force and effect, are
the legal, valid and binding obligations of the Borrower and are enforceable in
accordance with their respective terms, subject only to bankruptcy, insolvency,
reorganization, moratorium or similar laws, rulings or decisions at the time in
effect affecting the enforceability of rights of creditors generally and to
general equitable principles which may limit the right to obtain equitable
remedies;

    
       

      
        
           

        

        
           

          
            

          

        

        
          
            RUBBER
RESEARCH ELASTOMERICS, INC.

            December
16, 2008

            Page
4

          

        

      

       

       

    

    No events
have taken place and no circumstances exist at the date hereof which would give
the Borrower the right to assert a defense, offset or counterclaim to any claim
by the Lender for payment of the obligations of the Borrower under the Loan
Agreement or any other Loan Document; and (ii) the Borrower hereby releases and
forever discharges the Lender and its successors, assigns, directors, officers,
agents, employees and participants from any and all actions, causes of action,
suits, proceedings, debts, sums of money, covenants, contracts, controversies,
claims and demands, at law or in equity, which the Borrower ever had or now has
against the Lender or its successors, assigns, directors, officers, agents,
employees or participants by virtue of their relationship to the Borrower in
connection with the Loan Documents and the transactions related thereto;
and

     

    After
giving effect to this letter amendment, no Default or Event of Default
exists.

     

    By
executing this letter amendment, the Borrower further agrees with the Lender
that:

     

    each
reference in:

     

    the Loan
Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like
import referring to the Loan Agreement, and each reference to the “Loan
Agreement,” “thereunder,” “thereof,” “therein” or words of like import referring
to the Loan Agreement in any other Loan Document shall mean and be a reference
to the Loan Agreement as amended hereby;

     

    the
Security Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words
of like import referring to the Loan Agreement, and each reference to the
“Security Agreement,” “thereunder,” “thereof,” “therein” or words of like import
referring to the Security Agreement in any other Loan Document shall mean and be
a reference to the Security Agreement as amended hereby;

     

    any Loan
Document to “the Demand Note,” “thereunder,” “thereof,” “therein” or words of
like import referring to the Demand Note shall include a reference to the
A&R Demand Note executed and delivered by the Borrower pursuant to this
letter amendment; and

    
       

      
        
           

        

        
           

          
            

          

        

        
          
            RUBBER
RESEARCH ELASTOMERICS, INC.

            December
16, 2008

            Page
5

          

        

      

       

       

    

    (b)           the
execution, delivery and effectiveness of this letter amendment  shall
not, except as expressly provided herein, operate as a waiver of any of our
rights, powers or remedies under the Loan Agreement or any other Loan Document,
nor constitute a waiver of any provision of the Loan Agreement or any such Loan
Document.

     

    [signature
page follows]

    
       

      
        
           

        

        
           

          
            

          

        

        
          
            RUBBER
RESEARCH ELASTOMERICS, INC.

            December
16, 2008

          

        

      

       

    

     

    By
executing this letter amendment, the Borrower further agrees to pay to the
Lender on demand all of our costs and expenses in connection with the
preparation, reproduction, execution and delivery of this letter amendment and
the other documents to be delivered hereunder, including our reasonable
attorneys’ fees and legal expenses.

     

    
      
        
          
            
              
                	 	Very
      truly yours,	 
	 	 	 
	 	RIVIERA
      INVESTMENTS, INC., a California corporation	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ Winston
      A. Salser	 
	 	Name: 	Winston
      A. Salser	 
	 	Its:	Chief
      Executive Officer	 
	 	 	 	 


              

            

          

        

      

    

    Accepted
and agreed to as of December 16, 2008.

    
       

      
        
          
            
              
                
                  
                    
                      	 	RUBBER
      RESEARCH ELASTOMERICS, INC., a Minnesota corporation	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	/s/ Dan
      Michael Wells	 
	 	Name: 	Dan
      Michael Wells	 
	 	Its:	CFO
      and Secretary	 
	 	 	 	 


                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
        
          [Signature
Page to Letter Amendment ]