August 1, 2004
AGREEMENT ON AMENDMENT
SPAR Group, Inc. (hereinafter referred to as "SPAR") and SPAR FM Japan, Inc.
(hereinafter referred to as the "Company") agreed to amend the License Agreement
executed as of May 1, 2001 between SPAR and the Company (hereinafter referred to
as the "License Agreement") concerning the royalty, pursuant to Article 3 of the
Agreement executed as of April 30, 2004 among SPAR, Company and XXXXXX Inc.
(hereinafter referred to as "XXXXXX") (hereinafter referred to as the "Renewed
Agreement").
1. SPAR and the Company agree to amend the existing Article 5 of the
License Agreement. The existing Article 5 shall become Section 5.2 of
the License Agreement and the following provision shall be added as
Section 5.1 of the License Agreement.
"5.1 Royalty The Company shall pay to SPAR the amount to be separately
agreed upon between the Company and SPAR through mutual consultation as
a royalty for the license granted by SPAR under Articles 2 and 3 of
this License Agreement (provided that such amount shall be reviewed
every two years). The Company shall report to SPAR the amount of sales
from January 1 of any year to December 31 of such year by the end of
February of the next year, and shall pay an appropriately calculated
royalty by bank transfer to the account designated by SPAR by the end
of March of such next year (provided that the Company may deduct
necessary bank transfer fees from such royalty amount)."
2. The amendment stipulated in this Agreement shall be deemed to have
become effective on and from May 1, 2004.
IN WITNESS WHEREOF, the parties executed this Agreement on Amendment as of the
date first written above.
MEMORANDUM OF AGREEMENT
August 1, 2004
SPAR Group, Inc. (hereinafter referred to as "SPAR") and SPAR FM Japan, Inc.
(hereinafter referred to as the "Company") agreed as follows through mutual
consultation concerning the royalty under Section 5.1 of the License Agreement
as of May 1, 2001, as modified pursuant to the Agreement on Amendment executed
as of August 1, 2004 between the parties (hereinafter referred to as the
"License Agreement").
1. The amount payable under Section 5.1 of the License Agreement shall be
0.5% of the sales amount of the Company.
2. The above provision shall be effective from May 1, 2004 through
December 31, 2005. The parties shall consult with each other in or
after September 2005 to determine the amount to be paid for the
subsequent period
IN WITNESS WHEREOF, the parties executed this Memorandum of Agreement as of the
date first written above.
SPAR GROUP, INC.
By: Xxxxxx X .Xxxxx
/s/ Xxxxxx X. Xxxxx
-----------------------------------
(sign or seal)
Title: Chairman & CEO
XXXXXX CORPORATION
By: Xxxxx Xxxxxx
/s/ Xxxxx Xxxxxx
-----------------------------------
(sign or seal)
Title: President & CEO
SPAR FM JAPAN, K.K.
By: Xxxxxxxx Xxxxxxx
/s/ Xxxxxxxx Xxxxxxx
-----------------------------------
(sign or seal)
Title: President & CEO
August 1, 2004
AGREEMENT ON AMENDMENT
SPAR Group, Inc. (hereinafter referred to as "SPAR"), SPAR FM Japan, Inc.
(hereinafter referred to as the "Company") and XXXXXX Corporation (hereinafter
referred to as "XXXXXX") agreed to amend the Joint Venture Agreement executed as
of May 1, 2001 between SPAR and XXXXXX concerning economic conditions involving
provision of offices, facilities, personnel and other items, pursuant to Article
3 of the Agreement as of April 30, 2004 (hereinafter referred to as the "Renewed
Agreement"). All parties to this Agreement hereby confirm that the following
represents the agreement made among such parties.
1. SPAR, XXXXXX and the Company agree to delete and replace the existing
Article 26 of the Joint Venture Agreement in its entirety with the
following provision.
"Article 26 . Other Cooperation
26.1 Other than the warranty stipulated in the preceding Article 25, XXXXXX
shall provide the New Company, through their mutual consultation, offices,
facilities, and general affairs and accounting personnel that XXXXXX xxxxx
necessary to manage the New Company at its sole discretion, services relating to
the non-clerical operations of the New Company provided by PALTAC's employees
who are dispatched as directors of the New Company, and internal network
service.
26.2 Separately from this provision the New Company and XXXXXX shall determine
through negotiation the amount of consideration to be paid for the warranty in
the preceding Article 25 and the cooperation in the preceding Section 26.1 by
the New Company to XXXXXX (provided that the New Company and XXXXXX may modify
the amount of such consideration every two years through negotiation). The
Company shall report to XXXXXX the amount of sales from January 1 of any year to
December 31 of such year by the end of February of the next year, and shall pay
an appropriately calculated consideration by bank transfer to the account
designated by XXXXXX by the end of March of such next year (provided that the
New Company may deduct necessary bank transfer fees from such consideration
amount).
26.3 The purpose of the payment of the consideration in the preceding Section
26.2 shall not be for distribution of profits, but for compensation for expenses
of the New Company paid by XXXXXX on behalf of the New Company."
IN WITNESS WHEREOF, the parties execute this Agreement on Amendment as of the
date first written above.
SPAR GROUP, INC.
By: Xxxxxx X .Xxxxx
/s/ Xxxxxx X. Xxxxx
-----------------------------------
(sign or seal)
Title: Chairman & CEO
XXXXXX CORPORATION
By: Xxxxx Xxxxxx
/s/ Xxxxx Xxxxxx
-----------------------------------
(sign or seal)
Title: President & CEO
