Exhibit
10.11
MODIFIED THIRD AMENDMENT
TO
LICENSE AND EQUIPMENT
AGREEMENTS
This Modified
Third Amendment to License and Equipment Agreements (this
“Third Amendment”) is made and entered into as of
October 27, 2006, by and between LASERCARD CORPORATION (formerly
Drexler Technology Corporation) (“LCC”), a Delaware
corporation with its principal office located in 1875 N. Shoreline
Blvd, Mountain View, California, 94043, U.S.A., and GLOBAL
INVESTMENTS GROUP, a corporation organized under the laws of New
Zealand with its principal office located in level 27, Price
Waterhouse Coopers Tower, 188 Quay Street, Auckland 1001 New
Zealand (“GIG”). This Third Amendment supersedes the
preliminary Third Amendment between the same parties that was
signed October 18, 2006, with the knowledge and intent that the
parties would negotiate modifications proposed by GIG during the
subsequent week or two, which modifications have been implemented
by this Third Amendment. This Third Amendment is being entered into
for the purpose of amending certain terms of the Amended and
Restated Master License and Manufacturing Agreement between LCC and
GIG dated May 25, 2004 (effective date April 3, 2004) (the
“License Agreement”) together with the related
equipment sales agreements comprising Appendices B-1, B-2, and B-3
to the License Agreement (the “Equipment Agreements”).
The License and Equipment Agreements have been previously amended
by the “License and Equipment License Amendment” dated
June 29, 2006 (the “Second Amendment”) by and between
LCC and GIG. The License and Equipment Agreements, as amended by
the Second Amendment, but not by this Third Amendment, are referred
to as the “Current Agreement”.
Additionally,
Prevent LOK, as a partner of GIG, will agree and acknowledge this
Third Amendment and the new payment schedules and terms by signing
below.
1.
EFFECT OF AMENDMENT
. Except as amended by this Third
Amendment, all terms and conditions of the Current Agreement remain
in full force and effect. If a provision or provisions of this
Third Amendment conflict with a provision or provisions of the
Current Agreement, this Third Amendment controls. This Third
Amendment remains in effect until expiration or termination of the
License Agreement. Capitalized terms not defined in this Third
Amendment have the meanings specified in the License
Agreement.
2.
ACKNOWLEDGEMENT .
The parties acknowledge that GIG is in
default under the Current Agreement since GIG has not yet paid the
$5,053,500 U.S. Dollars, which was due in three installments on or
before September 30, 2006, per the Second Amendment, and that
Section 5 of the Second Amendment, and the schedule it sets forth,
is therefore terminated and inapplicable. LCC would like to assist
GIG in reactivating the License and Equipment Agreements under the
revised terms provided in this Third Amendment. In these regards,
provided that the training of GIG’s staff at LCC’s
facility in the operation and maintenance of the card manufacturing
equipment purchased and sold under the Equipment Agreements,
including its assembly and disassembly, occurs prior to January 31,
2007, then LCC will schedule such equipment for delivery to
G
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