EXHIBIT 10(v)(2)
AMENDMENT TO MANUFACTURING AND
DISTRIBUTION LICENSE AGREEMENT
This Amendment (the
“Amendment”), dated December 22, 2005, to the
Manufacturing and Distribution License Agreement dated as of
May 30, 2005 (the “Agreement”) is made by and
among the parties to the Agreement, Impulse Technology Ltd.
(“Impulse”), an Ohio limited liability company, Cybex
International, Inc. (“Cybex”), a New York corporation,
and Trazer Technologies, Inc. (“Trazer Tech”), an Ohio
corporation.
AGREEMENTS:
For good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged,
Impulse, Cybex and Trazer Tech hereby amend the Agreement as
follows:
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1.
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Section 5(c) of the Agreement is hereby
amended to state:
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Except as otherwise provided in
Schedule A, the Revenue Share owed to Trazer Tech by Licensee shall
be calculated on a quarterly basis (“Revenue Accounting
Period”) and shall be payable no later than thirty
(30) days after the termination of the preceding full Revenue
Accounting Period.
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2.
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Section 5(d) of the Agreement is hereby
amended to state:
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Except as otherwise provided in
Schedule A, a Revenue Share obligation shall accrue only upon the
receipt of payment for the TRAZER Product sold or provided by
Licensee or its agents.
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3.
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Schedule A of
the Agreement is hereby amended to state:
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REVENUE
SHARE
The Revenue Share payable by
Licensee to Trazer Tech pursuant to Section 5 of the License
Agreement shall be determined as follows:
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A.
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Percentage
Revenue Share: Subject to subsection B below, Licensee shall pay
Trazer Tech a Revenue Share of 33% of the Gross Margin on all
TRAZER Products sold or provided to customers by
Licensee.
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B.
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Revenue Share
Payments:
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i. Licensee
shall pay Trazer Tech: (a) $175,000 on or before
December 31, 2005 as a pre-payment of Revenue Share for the
fourth quarter of calendar year 2005; if the actual Revenue Share
owed for such calendar quarter pursuant to subsection A above is
less than $175,000, the difference shall be credited against
Revenue Share owed for the first and second quarter of calendar
year 2006; and (b) $625,000 on or before January 20,
2006, as pre-payments of Revenue Share for the third and fourth
quarters of calendar year 2006, and the first calendar year of
2007.
ii. Licensee
shall pay Trazer Tech the actual Revenue Share owed to Trazer Tech
pursuant to subsections A and B(i) above for each of the first and
second quarters of calendar year 2006.
iii. For the
third quarter of calendar year 2006, Licensee shall pay
Traz
