Exhibit 10.6
AMENDMENT OF DISTRIBUTORSHIP AGREEMENT
This Amendment of Distributorship Agreement ("Termination Agreement") is made
and entered into as of the 17th day of February, 2005 between Rubicon Medical
Inc, a U.S. corporation with its principal offices at 0000 X. 0000 Xxxxx, Xxxx
Xxxx Xxxx, Xxxx, 00000, XXX ("Rubicon Medical"), and NGC Medical Spa, an Italian
corporation with its principal offices at Novedrate (CO), xxx Xxxxxxxxxxx 00,
XXXXX ("Distributor").
WHEREAS, Rubicon Medical and Distributor entered into that certain
Distributorship Agreement dated as of February 6, 2004 (the "Distributorship
Agreement"); and
WHEREAS, Rubicon Medical and Distributor now wish to amend the Distributorship
Agreement in the manner set forth herein;
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, Rubicon Medical and Distributor agree as follows:
1. The Distributorship Agreement is hereby amended by inserting the following
paragraph as new section 12.9 of the Distributorship Agreement, immediately
following existing section 12.8 thereof:
12.9 Rubicon Medical may terminate this Agreement for any reason or for
no reason by providing written notice of termination to Distributor and
paying Distributor an early termination fee in the amount of U.S.
$200,000. Any such notice of termination shall specify the date of
termination and shall be delivered to Distributor not less than five
days prior to the specified termination date.
2. Except as specifically provided herein, the Distributorship Agreement shall
be unmodified and shall continue in full force and effect.
Dated as of the date first above written.
"Rubicon Medical" "Distributor"
Rubicon Medical, Incorporated NGC Medical Spa
By /s/ Xxxxxxx X. Xxxxxx By /s/ Xxxxx Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxxx
Title: President and CEO Title: CEO
