Exhibit 10(fg)2
AMENDMENT NO. 1
TO
ARTERA TURBO RESELLER AGREEMENT
(United States, Canada, South America and Central America)
This Amendment No. 1 to Artera Turbo Reseller Agreement ("Amendment") is dated
as of August 1, 2004 between Artera Group, Inc., a Delaware corporation
("Artera"), and Spyder Technologies Group, LLC, a Connecticut limited liability
company ("Reseller"). Capitalized terms used herein without definition shall
have the meaning ascribed to such terms in the Reseller Agreement, as defined
below.
WHEREAS, Artera and Reseller are parties to that certain Artera Turbo Reseller
Agreement for the United States, Canada, South America and Central America dated
as of September 1, 2003 (the "Reseller Agreement");
WHEREAS, the parties wish to amend certain of the terms and conditions of the
Reseller Agreement, as more fully described herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, as
well as other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Notices. Section 12(a) of the Reseller Agreement is hereby amended to
replace Reseller's contact information set forth thereunder with the following:
"If to Reseller:
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Spyder Technologies Group, LLC
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Fax: 000-000-0000
Attn: President"
2. Royalty Schedule. Schedule B to the Reseller Agreement is hereby amended
to read in its entirety as set forth in Schedule B to this Amendment.
Except as expressly modified or amended by this Amendment, the Reseller
Agreement will remain in full force and effect. This Amendment may be executed
in one or more counterparts. Each counterpart will be deemed an original, but
all counterparts together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their
duly authorized representatives.
ARTERA GROUP, INC. SPYDER TECNOLOGIES GROUP, LLC
By: /s/ Xx X. Xxxxxxx By: /s/ Xxxxxxxx Xxxxxxxx
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Xx X. Xxxxxxx Xxxxxxxx Xxxxxxxx
Treasurer President
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Schedule B
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ROYALTY
The Royalty is payable in U.S.A. dollars. The monthly Royalty amounts, per End
User, are as follows:
1. Single User Residential Subscribers. The monthly Royalty amount for each
residential End User is:
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Royalty
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$1.00
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2. Small Business or Government Entity Subscribers. The monthly Royalty amount
for each End User of a Small Business or Government Entity Subscriber is
based on the number of End Users within the applicable Subscriber, as
provided in the table below. Small Business or Government Entity
Subscribers with fewer than five End Users shall be treated as if they had
five End Users, with a Royalty that is five times the amount specified in
the table.
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Number of End Users Within Subscriber Royalty
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1-9 $3.00
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10-24 $2.85
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25-49 $2.70
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50-250 $2.40
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Road Warrior* + $3.00
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* "Road Warrior" refers to a version of the Service used with mobile computers
that at times may be connected to the Internet through a local area network
(LAN), and at other times may be connected to the Internet on a standalone
basis. The monthly Royalty for a Road Warrior End User is the sum of (a) the
applicable ordinary royalty amount described above plus (b) the applicable Road
Warrior amount described above.
In addition to retaining the monthly Royalty amounts set forth above from the
monthly Service Fees actually received, Artera shall be entitled to deduct and
retain a monthly billing fee of $0.30 per Subscriber plus 4% of the total
monthly amount billed to each Subscriber. In addition, Artera shall also be
entitled to deduct and retain from the monthly Service Fees payable to Reseller,
any charge backs or any other direct fees resulting from the billing and
processing of such Service Fees.
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