AMENDMENT AGREEMENT
This amendment agreement (the "Agreement") entered into this 15th day
of March, 2006 between SiriCOMM, Inc. ("SiriCOMM"), a Delaware corporation
having its principal place of business located at 0000 Xxxxx Xxxxxxxxx, Xxxxx
000, Xxxxxx, Xxxxxxxx, 00000 and Idling Solutions, L.L.C., a Texas limited
liability company having its principal place of business located at 0000 Xxxxxx
Xxxxx, Xxxxx 000, Xxxxx, Xxxxx, 00000 ("Idling Solutions").
WHEREAS, Idling Solutions and SiriCOMM entered into the Network Access
Services Agreement (the "Network Access Services Agreement") dated February 7,
2005 which will stay in full force and effect except for the changes stated
herein;
NOW, THEREFORE, for and in consideration of the premises, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree to these amended and restated terms and
conditions as follows:
1. SiriCOMM and Idling Solutions agree to amend the Network Access
Service Agreement (a copy of which is attached), such that the fee
in Section 3 is lowered from $5.00/$4.00 per truck per month
initially to $3.00 per truck per month. Said $3.00 charge will be
for a maximum of 1 megabyte of data on a pooled basis. Any
overages shall be billed on a pro rata basis. In no event shall
the charges exceed $5.00 per truck per month.
2. Amend Section 14 of the Network Access Services Agreement to
include: at Idling Solutions sole discretion, if SiriCOMM does not
provide an operational network called for in the Network Access
Services Agreement byApril 15th, 2006 (pulling data from a test
truck and flashing the memory with new program code into the pulse
box via the SiriCOMM Network) and by April 30th deploy one hundred
and fifty (150) 915 mhz base stations mutually agreed upon
locations (so long as Cadco has made the 915 mhz radios reasonably
available to meet the April 30th deployment and SiriCOMM will use
best efforts to complete the balance of their sites as soon as
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possible), then Idling Solutions is released to find an
alternative network and to no longer be obligated to SiriCOMM to
utilize its network. Notwithstanding anything to the contrary
contained herein, in the event DirecTruck, a company affiliated
with Idling Solutions, fails to deliver the technology related to
the Pulse Box to SiriCOMM byApril 15th, 2006, SiriCOMM will have
ten (10) days from the receipt of such technology to provide
Idling Solutions an operational network and shall be provided an
additional forty-five (45) days to deploy the one hundred and
fifty (150) 915 mhz base stations. In the event SiriCOMM fails to
meet this revised time-frame, Idling Solutions will be released to
find an alternative network and no longer be obligated to utilize
SiriCOMM's network.
3. Idling Solutions will agree to utilize the SiriCOMM network to
exclusively carry Idling Solutions data so long as SiriCOMM
maintains its network up to the requirements of the Network Access
Services Agreement.
4. Idling Solutions has the right to purchase the Pulse Box from
SiriCOMM for direct vendor cost plus 10%. The current vendor cost
quote from Cadco for the Pulse Box is $330.00. It is understood
that as the price is decreased for SiriCOMM so shall the cost to
IS be decreased proportionately. Payment terms to SiriCOMM will be
50% down, net 30 on orders of a minimum of 100 units. Idling
Solutions and SiriCOMM will work together to find the best
mutually acceptable vendor to supply the Pulse Boxes.
5. Idling Solutions projection of unit sales is attached as Exhibit
A.
6. Should SiriCOMM declare bankruptcy, become insolvent or fail to
deliver on a timely basis the Pulse Box to Idling Solutions, then
Idling Solutions will have the right to buy from the SiriCOMM
vendor under the same terms and conditions as provided to SiriCOMM
or seek the manufacture of the Pulse Box from a third party and
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either have access to the SiriCOMM Network or if not available for
any reason to be able to relocate all of its customers to another
network.
7. SiriCOMM will guarantee timely delivery of data to Idling
Solutions to accommodate their needs for warranty or MERC credits,
in accordance with the Network Services Agreement. In return,
Idling Solutions will commit to utilize the SiriCOMM Network for
the trucks on which the Pulse Box is installed as long as the
network performs to standards set by the EPA for MERCs. The
current ramp up for the 2nd quarter is 4,600 units.
8. As previously discussed and agreed, SiriCOMM will provide the
requested networking equipment at the sites of X.X. Xxxx'x
headquarters and terminals and on any other freight carrier which
has more than 500 trucks and has committed to the Idling Solutions
System.
9. Both SiriCOMM and Idling Solutions must mutually agree to any
changes of the Pulse Box Design and Software for Idling Solutions
use. Such authorization, whether requested by either Idling
Solutions or SiriCOMM, will not unreasonably be withheld.
10. Except as supplemented and amended by this Agreement and such
conforming changes as necessary to reflect the modification
herein, all of the provisions of the Network Access Services
Agreement shall remain in full force and effect from and after the
effective date of this Agreement.
NOTWITHSTANDING anything to the contrary, SiriCOMM may not knowingly
sell the Pulse Box to any trucking company or competitor of Idling Solutions,
that would utilize the pulse box to gather information for the purposes of
MERC's.
This Agreement has been duly authorized and approved by all required
corporate action by each company and does not violate their respective
certificates of incorporation or bylaws.
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IN WITNESS WHEREOF, the parties have executed this Agreement through
their duly authorized representatives as of the date first written above.
SIRICOMM, INC. IDLING SOLUTIONS, L.L.C.
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxx
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By: ___________________________ By:_____________________________
Its:___________________________ Its:____________________________
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