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EXHIBIT 10.19
PER UNIT ADMINISTRATIVE PROCESSING CHARGE AMENDMENT
TO
MOTOROLA AUTHORIZED TWO-WAY RADIO DEALER AGREEMENT ("AGREEMENT")
BETWEEN
MOTOROLA, INC. ("MOTOROLA")
AND
BEARCOM OPERATING L.P. ("DEALER")
DALLAS, TX ("CITY, STATE")
Effective Motorola execution date shown below, Dealer and Motorola agree
that the following new sections are added to the end of the Agreement:
" AA. Per Unit Administrative Processing Charge
Among other things, the Agreement provides that Dealer will limit its
distribution of the Products purchased under the Agreement to direct sale by
Dealer to customers at retail for end use as limited by the terms and
conditions of the Agreement, and that Dealer's defined role in Motorola's
distribution system is necessary in order to encourage Motorola, Dealer and
Motorola's other dealers, distributors and resellers to make the distribution
efforts necessary to expand Motorola's distribution of Products and to provide
the highest levels of customer satisfaction.
Dealer and Motorola agree that Motorola shall incur serious damages if
Dealer's sale of any Products unit fails to comply with the aforementioned
provisions of the Agreement and, further, that the amount of those damages are
uncertain and difficult of estimation because such damages include by way of
illustration but not limitation, Motorola undertaking a variety of record
keeping, administrative and operational activities and the costs and expenses
related thereto for each such breach of the Agreement by Dealer.
In addition to Motorola's other rights and remedies under the Agreement,
at law or in equity, to compensate Motorola for such damages, Motorola and
Dealer agree that for each such Products unit sale, as stipulated damages and
not as a penalty, on a per Products unit involved in the transaction basis, the
stipulated sum shall be a Per Unit Administrative Processing Charge which shall
consist of the difference between Motorola's Suggested List Price and the
Dealer purchase price listed in the then current Dealer Price Book for each
Products unit involved in each such non-compliant sale ("Per Unit
Administrative Processing Charge"). To assist in the identification of each
Dealer Products unit subject to the Per Unit Administrative Processing Charge,
Dealer shall give to Motorola full cooperation and access to all of Dealer's
books, contracts and records related in any way to Dealer's sale of Products
units, and to furnish to Motorola all other information with respect to its
affairs, as deemed necessary by Motorola, to identify each such Products unit.
Motorola shall invoice Dealer for each Per Unit Administrative Processing
Charge. Payment for each such invoice shall be due upon Dealer's receipt of
invoice. In the event Dealer fails to pay an outstanding Per Unit
Administrative Processing Charge invoice within thirty (30) days of the date
such payment is due, in addition to Motorola's other rights and remedies under
the Agreement, at law or in equity, Motorola may withhold any further
processing of any Dealer order for Products until each such payment is made.
BB. Marketing Report Delinquency Order Hold
In the event Dealer fails to provide Motorola any marketing report called
for by this Agreement and Dealer fails to cure such failure within fifteen (15)
days of notice of such failure from Motorola then, in addition to Motorola's
other rights and remedies under the Agreement, at law or in equity, Motorola
may withhold any further processing of any Dealer order for Products until each
such report is provided to Motorola as required by the Agreement."
Except as specifically amended above, the Agreement remains in full force and
effect in accordance with its terms and conditions.
MOTOROLA, INC.: RESELLER:
PAGE COM GP INC
By: /s/ XXX XXXXXXXX By: /s/ XXXX X. XXXXXX
---------------------------------- -----------------------------
Print Name: Xxx Xxxxxxxx Print Name: Xxxx X. Xxxxxx
------------------------- ---------------------
Title: VP, Division General Manager, Print Title: President
RPAG - US & Canada --------------------
Motorola Execution Date: SEP 20 1996 General Partner of
------------ Bearcom Operating LP
Reseller Execution Date:
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