THIRD AMENDED AND RESTATED DISTRIBUTORSHIP AGREEMENT
THIS AMENDMENT, made this 1st day of May, 2002, by and between PENSAR
TECHNOLOGIES, LLC, a Texas Limited Liability Company with its principal place of
business at 00000 Xxxxxxx Xxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000 ("Pensar"); and
INTERNATIONAL TEST SYSTEMS, INC., a Delaware Corporation having its principal
place of business at 00000 Xxxxxxx Xxx, Xxxxx 000, Xxx Xxxxxxx, XX
78249("Distributor").
WHEREAS, Pensar and Distributor executed a Distributorship Agreement (the
"Agreement") on June 19, 1999 for the exclusive sale and marketing of a certain
proprietary technology that enables the design and production of hardware and
software products that, when coordinated, are used to test and troubleshoot
components of printed circuit boards (the "Intellectual Property"); and
WHEREAS, the Agreement was Amended and Restated on April 15th, 2000 (the
"First Amendment"); and
WHEREAS, the Agreement was Amended and Restated on June 1st, 2001 (the
"Second Amendment"); and
WHEREAS, Pensar and Distributor desire to cancel Agreement and Amendments
in their entirety;
NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions contained herein, and for such other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:
1. The Distributorship Agreement and its Amendments are hereby cancelled
in their entirety and neither Pensar nor Distributor shall have any
further obligations one to the other.
2. Both Pensar and Distributor do hereby mutually indemnify and hold
harmless one another from any claims or liabilities which may arise
from the Agreement and/or its Amendments.
WHEREAS, the parties have set their hand and executed this Third Agreement with
the intention of being fully bound hereby.
PENSAR TECHNOLOGIES, LLC INTERNATIONAL TEST SYSTEMS, INC.
By: /s/ Xxxxx Birmingham By: /s/ Xxxxx Birmingham
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Title: President Title: President
