SECOND AMENDMENT TO DISTRIBUTORSHIP AGREEMENT
THIS AMENDMENT, made this 1st day of June 2001, by and between Pensar
Technologies, LLC, a Texas Limited Liability Company with its principal place of
business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Pensar"); and
International Test Systems, Inc. a Delaware Corporation.
WHEREAS, Pensar and Distributor executed a Distributorship Agreement
("Agreement") on June 19, 1999 for the exclusive sale and marketing of a certain
proprietary technology that enables the design and production of hardware and
software products that, when coordinated, are used to test and troubleshoot
components of printed circuit boards (the "Intellectual Property"); and
WHEREAS, Pensar and Distributor desire to amend and modify this Agreement;
NOW THEREFORE, in consideration of the mutual promises and conditions
contained herein, and for such other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
The following sections of the Agreement are modified:
6. Consideration:
(a) Payments: This section is modified to provide that Distributor shall
pay to Pensar a monthly distributorship fee of One Thousand Five
Hundred Dollars ($1,500) up to and including July 30, 2000, and
ceasing thereafter. The receipt and sufficiency of these payments are
hereby acknowledged by the parties.
16. Notices:
This section is modified to provide that all references to ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇, Esq., or ▇▇▇▇▇▇, Gottbetter & ▇▇▇▇▇▇▇▇, LLP are deleted in
their entirety. Hereinafter the parties agree that a copy of all
notices be sent via certified mail or federal express, each with
return receipt requested, to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
The following sections are to be added to the Agreement:
21. Option to Purchase Technology: Distributor shall have the right to
purchase the Technology from Pensar at the Purchase Price as
hereinafter described any time only during the first five years of the
Initial Term of the Agreement. Thereafter the Purchase Price shall be
subject to renegotiation.
(b) Purchase Price of the Option: The price for Technology shall be
the lesser of 75% of the then fair market as determined by an
independent 3rd party appraiser of $375,000. Payment shall be
made in US dollars.
WITNESS the execution of this Agreement as of the date first above written.
PENSAR TECHNOLOGIES, LLC.
/s/ ▇▇▇▇▇ Birmingham
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▇▇▇▇▇ Birmingham
President
INTERNATIONAL TEST SYSTEMS, INC.
/s/ ▇▇▇▇▇ Birmingham
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▇▇▇▇▇ Birmingham
President