AMENDMENT AND SUPPLEMENT
THIS AMENDMENT AND SUPPLEMENT (this "Amendment") is made and entered
into as of this 1st day of June, 1996, by and between XXXXXXXX XXXXXX
INTERNATIONAL, INC. ("RTI"), a Texas corporation with offices at 000 Xxxx
Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxx 00000, and TWINVISION Corp. Of North
America, Inc. ("Sublicensee"), a North Carolina corporation and wholly-owned
subsidiary of Digital Recorders, Inc. ("Digital") with offices at 0000
Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxx Xxxxxxxx 00000.
WITNESSETH:
WHEREAS, RTI and Sublicensee are parties to that certain Exclusive
Distribution and Sublicense Agreement (the "Sublicense") dated as of June 1,
1996, and each of them desires to amend and supplement the Sublicense as set
forth below;
NOW, THEREFORE, in consideration of the premises, the mutual agreements
set forth herein and in the Sublicense, and other good and valuable good
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Notwithstanding the provisions of Section 2.4 of the Sublicense or any
other provision of the Sublicense to the contrary, RTI and its
affiliates shall not be prohibited from marketing, selling,
sublicensing, leasing or otherwise distributing, or authorizing or
permitting the marketing, sale, sublicense, lease or distribution of,
any technology, product, system or device that is or may be similar to
or competitive with the Product or the Technology, but which does not
embody the Technology (a "New Product"), to any person or entity, in
the Field of Use within the Territory or otherwise, during any period
in which RTI is not receiving any monetary compensation from
Sublicensee or Digital under the Sublicense or that certain Services
Agreement dated as of April 19, 1996 between Digital and RTI.
2. Except as specified in paragraph (1) above, RTI shall not be relieved
from its obligation not to engage in the specified activities with
respect to the Product, the Licensed Technology and any technology,
product, system or device that actually embodies the Licensed
Technology.
3. During the term of the Sublicense, Digital shall have a right of first
refusal with respect to any New Product, which right shall entitle
Digital (or if Digital so directs, Sublicensee) to obtain rights in the
New Product similar to Sublicensee's rights in the Product and the
Technology under the Sublicense, or such other rights as the parties
may agree, on terms no less favorable than any bona fide offer made by
RTI with respect thereto to a third party. Such right of first refusal
shall terminate with respect to each New Product if not exercised by
Digital within 90 days after RTI delivers notice to Digital of a
proposed grant of rights therein to a third party, which notice shall
summarize the terms of such proposed grant. If RTI does not receive
written notice from Digital exercising the right of first refusal
before the end of the 90-day period, RTI shall be free to consummate
the proposed grant of rights in the New Product to the third party and
Digital shall have no further rights with respect thereto.
Except as specifically set forth herein, no term, condition or
provision of the Sublicense is amended or modified by this Amendment. The
Sublicense is hereby ratified and confirmed and shall remain in full force and
effect in accordance with its terms, as amended and supplemented by this
Amendment. Capitalized terms used but not defined herein have the meanings given
to them in the Sublicense.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
XXXXXXXX XXXXXX INTERNATIONAL, Inc. TWINVISION Corp. Of North America, Inc.
By: By:
Xxxxx X. Xxxxxx, Principal X. Xxxxxxxx X. Xxxxxxxx, Chairman
