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EXHIBIT 10.1.2
SECOND AMENDMENT TO
DEVELOPMENT AND LICENSING AGREEMENT
THIS AMENDMENT ("Second Amendment") to the Development and Licensing Agreement
dated April 1, 1995 ("Agreement") among IT NETWORK, INC., a wholly-owned
subsidiary of Source Media, Inc., and a Texas corporation located at Suite 1000,
0000 Xxxxxx Xxxx Xxxx, Xxxxxx. Xxxxx 00000 ("ITN") and INTERACTIVE CHANNEL
TECHNOLOGIES, INC., formerly known as Cableshare, Inc., an Ontario corporation
with its office at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxx X000X0
("ICT"), CABLE XXXXX XXXXXXXXXXXXX, INC., a Barbados corporation with its office
in Bridgetown, Barbados ("Cableshare Barbados"), CABLESHARE (U.S.) LIMITED, an
Illinois corporation with its office in Chicago, Illinois ("Cableshare U.S.")
and CABLESHARE B.V., a Netherlands corporation with its office in Amsterdam,
Netherlands ("Cableshare B.V.") (ICT, Cableshare Barbados, Cableshare U.S. and
Cableshare B.V. collectively "the ICT Companies") is entered into this 17th day
of March, 1997.
WHEREAS, according to the First Amendment to Development and Licensing
Agreement, entered into October 31, 1996 between ITN and the ICT Companies (the
"First Amendment"), the Agreement was amended to expire on March 31, 1997; and
WHEREAS, ITN and the ICT Parties wish to modify certain terms and conditions
set forth in the Agreement and to extend the Agreement, as amended by the First
Amendment, beyond March 31, 1997.
NOW THEREFORE, in consideration of the mutual promises and conditions set
forth in this Second Amendment, ITN and the ICT Companies agree as follows:
1. ITN and the ICT Companies mutually agree that the execution of this
Second Amendment is a "written notice of renewal under Article 2.1 of
the Agreement" and a return receipt of signed notice of renewal.
Furthermore, Article 2.1 of the Agreement is amended in its entirety
as follows:
"This Agreement shall commence on the Effective Date and shall continue
until June 1, 2002. This term may be renewed for successive five-year
terms at the option of ITN and the ICT Companies by the delivery of
written notice of renewal signed by ITN to the ICT Companies followed
by the return by the ICT Companies to ITN of such notice of renewal
signed by the ICT Companies prior to the date upon which this Agreement
would otherwise expire. Each such renewal shall be on the same terms
and conditions contained in this Agreement except as otherwise
mutually agreed by the Parties."
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2. Article 5.4 - Other Sales - shall be amended by adding at the end of
the present paragraph the following:
"If the chief executive officer of Cableshare and Xxxxx Xxxxxxx (or
such other person designated for such purpose by ITN) do not, or are
not able to, settle the amount of the payments, the payments shall be
an amount equivalent to five percent (5%) of the Revenue from the
transaction (as "Revenue" is defined in the Existing License Agreement)
provided that such five percent (5%) amount is not more than a rate
charged any other customer for a license on similar terms and
conditions."
3. All terms and conditions of the Agreement and the First Amendment not
modified by this Second Amendment remain in effect as set forth in the
Agreement and the First Amendment.
4. This Second Amendment may be executed in one or more counterparts, each
of which shall be deemed an original and all of which, taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have duly executed this Second Amendment as of
the day and year first above written.
IT NETWORK, INC. SOURCE MEDIA, INC.
Per: /s/ [ILLEGIBLE] Per: /s/ [ILLEGIBLE]
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Title: Secretary Title: Chief Financial Officer
----------------------- and Treasurer
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INTERACTIVE CHANNEL TECHNOLOGIES, INC.
Per: /s/ [ILLEGIBLE]
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Title: Secretary
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CABLESHARE, B.V. CABLE XXXXX XXXXXXXXXXXXX, INC.
Per: /s/ [ILLEGIBLE] - Director Per: /s/ [ILLEGIBLE]
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Title: [ILLEGIBLE- - Director Title: Secretary
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CABLESHARE (U.S.) LIMITED
Per: /s/ [ILLEGIBLE]
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Title: Secretary
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