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EXHIBIT 10.19
AMENDMENT TO DISTRIBUTION AGREEMENT
This Amendment (the "Amendment") to the Distribution Agreement dated
May 1, 1997 is made this 4th day of September, 1998 by and between RomTech,
Inc., a Pennsylvania corporation, with its principal place of business located
at 0000 Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxxxx 00000 (Contact: Xxxx
Xxxx) (the "Manufacturer"), and GT Interactive Software, Value Products
Division, a Delaware corporation, with its principal place of business located
at 0000 Xxxxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx 00000 (Contact: Xxxxxxx Xxxxx)
(the "Distributor").
Manufacturer and Distributor entered into a Distribution Agreement on
May 1, 1997 ("Distribution Agreement"). A copy of the Distribution Agreement is
attached hereto as Exhibit A. All the terms, conditions and provisions of the
Distribution Agreement, unless specifically modified in this Amendment, are made
a part of this Amendment.
Manufacturer and Distributor hereby amend the Distribution Agreement in
the following manner.
Paragraph 1: The terms "Addendum of this Agreement" in
Paragraph 1 shall be replaced with "Exhibit B", which is attached
hereto.
Paragraph 3: Paragraph 3 shall be stricken and replaced with
the following:
Manufacturer grants to Distributor and Distributor accepts
from Manufacturer the right to distribute the Products and to market
the Products to Resellers located in North America excluding Micro
Center and DHR. Such right shall be exclusive to Distributor with the
exception that Manufacturer shall be entitled to distribute the
Products in any manner through electronic commerce.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date set forth above.
MANUFACTURER DISTRIBUTOR
RomTech, Inc. GT Interactive Software
By: /s/ Xxxx Xxxx By: /s/ Xxxxxxx Xxxxx
--------------------------------- --------------------------
Xxxx Xxxx, Vice President, Sales Xxxxxxx Xxxxx, Senior Buyer
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Exhibit "A"
Distribution Agreement
This Agreement (the "Agreement") is made as of the 1st day of May 1997
by and between, RomTech, Inc., a Pennsylvania Corporation, (the "Manufacturer")
with it's principal place of business located at 0000 Xxxxx Xxxxxxxxx, Xxxxx
000, Xxxxxxxxx, Xxxxxxxxxxxx 00000, Contact: Xxxx Xxxx and GT Interactive
Software, a Delaware Corporation (the "Distributor"), Value Products Division,
with it's principal place of business located at 0000 Xxxxxxxxx Xxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxx 00000, Contact: Xxxxxxx Xxxxx. In consideration of the
promises and covenants set forth below, the parties agree as follows:
For the purposes of this Agreement, the following terms shall have the
respective meanings indicated:
1. The term "Product(s)" shall mean all computer software in the
Addendum of this Agreement.
2. The term "Reseller" shall mean any third party or entity to
which Distributor markets any Products for re-marketing.
3. Manufacturer grants to the Distributor and Distributor accepts
from Manufacturer the right to exclusively distribute the
Products and to market the Products to Resellers located in
North America excluding Micro Center and Xxxxx Xxxxxx and
Associates.
4. The initial term of this Agreement shall commence upon the
date set forth above and shall continue for twelve months,
unless earlier terminated as provided herein. The initial term
of this Agreement shall be automatically renewed for
successive one (1) year periods following expiration of the
initial or any subsequent term of the Agreement.
5. Distributor and Manufacturer will set quarterly objectives to
be mutually agreed upon. Objectives will include, but not
limited to, merchandising mechanisms, volumes, and specific
retail distribution goals. Distributor agrees to support all
new, mutually agreed upon products, with an initial order of
5000 units per title. Distributor and Manufacturer agree to
conduct monthly forecast for uninterrupted supply of Products
to Distributor's customers.
6. Delivery of the Products shall be F.O.B. Distributor's
warehouse. Transportation and handling charges for any of the
Products shall be paid by the Manufacturer. Manufacturer will
clearly ship products according to Distributors written
instructions.
7. On or after date of shipment, Manufacturer shall invoice
Distributor for the purchase of any of the products sold to
the Distributor. All amounts specified in any net invoice
shall be paid by Distributor to the Manufacturer within (30)
days from the date of receipt of the Products by the
Distributor.
8. It is understood by the Manufacturer and Distributor that only
defective
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Product can be returned upon Manufacturer's authorization.
9. The Manufacturer hereby represents and warrants that it has
not entered into any agreements or commitments which are
inconsistent with or in conflict with the rights granted to
Distributor herein; the Products shall be free and clear of
all liens and encumbrances, and the Products conform in all
respects to the Product warranties. Manufacturer agrees that
Distributor shall be entitled to pass through all warranties
granted by Manufacturer under this Agreement. Manufacturer
shall extend to Distributor the same warranties and
indemnification with respect to Products purchased, as
Manufacturer extends to its end-user customers. Neither party
shall, under any circumstances, be liable to the other for
consequential, incidental, indirect or special damages arising
out of or related to this Agreement or the transactions
contemplated herein, even if such party has been apprised of
the likelihood of such damages occurring.
10. Distributor shall have the right to utilize Manufacturer's
trade name and any trademarks, service marks and advertising
literature associated with the Products to identify the
Products in advertising and promotional materials.
11. Either party may terminate this Agreement not less than thirty
(30) days after written notice.
12. Wherever one party is required or permitted to give notice to
the other pursuant to this Agreement, such notice shall be
deemed given when delivered in hand, by facsimile, or when
mailed by registered or certified mail, return receipt
requested, postage paid, and addressed as follows:
Manufacturer: Distributor:
RomTech, Inc. GT Interactive Software
0000 Xxxxx Xxxxxxxxx, Xxxxx 000 0000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxxx, Xx, 00000 Xxxxxxxx, XX 00000
Attn: Xxxx Xxxx Attn: Xxxxxxx Xxxxx
In Witness Thereof, the parties hereto have executed this Agreement by
their duly authorized representatives as of the respective dates indicated
below.
MANUFACTURER DISTRIBUTOR
RomTech, Inc. GT Interactive Software
By /s/ Xxxx Xxxx By /s/ Xxxxxxx Xxxxx
---------------------- -----------------------
Authorized Signature Authorized Signature
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EXHIBIT B
Galaxy
Software
Retail Price List
Productivity
9/9/98
PRODUCT PLATFORM DATE INDIVIDUAL CASE CASE
SHIPPING DIMENSIONS QTY. DIMENSIONS
------- -------- -------- ---------- ---- ----------
GALAXY OF HOME OFFICE HELP:
RETAIL BOX PRODUCT:
Clipart 50,000 Win.95 / Win. 3.1 Now 8.25x10.25x2.125 40 21.250x17.250x22.5
PrintIt! 2.0 Plus Win.95 / Win. 3.1 Now 8.25x10.25x2.125 40 21.250x17.250x22.5
Fonts 2,600 Win.95 / Win. 3.1 Now 8.25x10.25x2.125 40 21.250x17.250x22.5
Presentation Pictures & Sounds Win.95 / Win. 3.1 Now 8.25x10.25x2.125 40 21.250x17.250x22.5
Custom Calendar Win.95 Now 8.25x10.25x2.125 40 21.250x17.250x22.5
FindIt! Win.95 / NT Now 8.25x10.25x2.125 40 21.250x17.250x22.5
Student Essentials Win.95 SEPTEMBER, 1998 8.25x10.25x2.125 40 21.250x17.250x22.5
Galaxy of Clipart, 75,000 images Win.95 / Win. 3.1 Now 9.75x11.25x2 40 23.25x20.125x21.25
GALAXY OF HOME OFFICE HELP:
JEWEL CASE PRODUCT:
PrintIt! 2.0 Win.95 / Win. 3.1 Now 5.5x4.9x.438 100 10.75x10.125x11.75
Fonts 2,600 Win.95 / Win. 3.1 Now 5.5x4.9x.438 100 10.75x10.125x11.75
Clipart 25,000 Win.95 / Win. 3.1 Now 5.5x4.9x.438 100 10.75x10.125x11.75
Presentation Pictures Win.95 / Win. 3.1 Now 5.5x4.9x.438 100 10.75x10.125x11.75
Wav Sound Effects Win.95 / Win. 3.1 Now 5.5x4.9x.438 100 10.75x10.125x11.75
Icons 8,000 Win.95 / Win. 3.1 Now 5.5x4.9x.438 100 10.75x10.125x11.75
Custom Calendar Win.95 Now 5.5x4.9x.438 100 10.75x10.125x11.75
Clipart 25,000 Vol II Win.95 / Win. 98 Now 5.5x4.9x.438 100 10.75x10.125x11.75
Christian Desktop Win.95 / Win. 98 SEPTEMBER, 1998 5.5x4.9x.438 100 10.75x10.125x11.75
EDUCATION
Universe Explorer Win.95 / Win. 3.1 Now 8.25x10.25x2.125 40 21.250x17.250x22.5
Exploring Civilizations Win.95 / Win. 3.1 Now 8.25x10.25x2.125 40 21.250x17.250x22.5
LANDSCAPE RENDERING
VistaPro 4.0 Win95 / NT Now 8.25x10.25x2.125 40 21.250x17.250x22.5
PRODUCT CASE STREET UPC CODE
WEIGHT PRICE 7439990+
------- ------ ------ --------
GALAXY OF HOME OFFICE HELP:
RETAIL BOX PRODUCT:
Clipart 50,000 23 lbs. $ 14.95 ...11359
PrintIt! 2.0 Plus 23 lbs. $ 14.95 ...11854
Fonts 2,600 23 lbs. $ 14.95 ...10253
Presentation Pictures & Sounds 23 lbs. $ 14.95 ...10307
Custom Calendar 23 lbs. $ 14.95 ...10956
FindIt! 23 lbs. $ 14.95 ...10857
Student Essentials 23 lbs. $ 14.95 ...13704
Galaxy of Clipart, 75,000 images 24.5 lbs. $ 19.95 ...10758
GALAXY OF HOME OFFICE HELP:
JEWEL CASE PRODUCT:
PrintIt! 2.0 22 lbs. $ 12.95 ...11809
Fonts 2,600 22 lbs. $ 12.95 ...09608
Clipart 25,000 22 lbs. $ 12.95 ...09509
Presentation Pictures 22 lbs. $ 12.95 ...08656
Wav Sound Effects 22 lbs. $ 12.95 ...08700
Icons 8,000 22 lbs. $ 12.95 ...10352
Custom Calendar 22 lbs. $ 12.95 ...10901
Clipart 25,000 Vol II 22 lbs. $ 12.95 ...12356
Christian Desktop 22 lbs. $ 12.95 ...13902
EDUCATION
Universe Explorer 23 lbs. $ 19.95 ...09455
Exploring Civilizations 23 lbs. $ 19.95 ...11755
LANDSCAPE RENDERING
VistaPro 4.0 23 lbs. $ 69.95 ...12004
GTIS PART NUMBER IS THE UPC NUMBER WITHOUT THE FIRST AND LAST DIGIT
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EXHIBIT B, CONT'D
Galaxy
Software
Retail Price List
Productivity
9/9/98
PRODUCT PLATFORM DATE INDIVIDUAL CASE CASE
SHIPPING DIMENSIONS QTY. DIMENSIONS
------- -------- -------- ---------- ---- ----------
GALAXY OF HOME OFFICE HELP:
RETAIL BOX PRODUCT:
Clipart 50,000 Win.95 / Win. 3.1 Now 8.25x10.25x2.125 40 21.250x17.250x22.5
PrintIt! 2.0 Plus Win.95 / Win. 3.1 Now 8.25x10.25x2.125 40 21.250x17.250x22.5
Fonts 2,600 Win.95 / Win. 3.1 Now 8.25x10.25x2.125 40 21.250x17.250x22.5
Presentation Pictures & Sounds Win.95 / Win. 3.1 Now 8.25x10.25x2.125 40 21.250x17.250x22.5
Custom Calendar Win.95 Now 8.25x10.25x2.125 40 21.250x17.250x22.5
FindIt! Win.95 / NT Now 8.25x10.25x2.125 40 21.250x17.250x22.5
Student Essentials Win.95 SEPTEMBER, 1998 8.25x10.25x2.125 40 21.250x17.250x22.5
Galaxy of Clipart, 75,000 images Win.95 / Win. 3.1 Now 9.75x11.25x2 40 23.25x20.125x21.25
GALAXY OF HOME OFFICE HELP:
JEWEL CASE PRODUCT:
PrintIt! 2.0 Win.95 / Win. 3.1 Now 5.5x4.9x.438 100 10.75x10.125x11.75
Fonts 2,600 Win.95 / Win. 3.1 Now 5.5x4.9x.438 100 10.75x10.125x11.75
Clipart 25,000 Win.95 / Win. 3.1 Now 5.5x4.9x.438 100 10.75x10.125x11.75
Presentation Pictures Win.95 / Win. 3.1 Now 5.5x4.9x.438 100 10.75x10.125x11.75
Wav Sound Effects Win.95 / Win. 3.1 Now 5.5x4.9x.438 100 10.75x10.125x11.75
Icons 8,000 Win.95 / Win. 3.1 Now 5.5x4.9x.438 100 10.75x10.125x11.75
Custom Calendar Win.95 Now 5.5x4.9x.438 100 10.75x10.125x11.75
Clipart 25,000 Vol II Win.95 / Win. 98 Now 5.5x4.9x.438 100 10.75x10.125x11.75
Christian Desktop Win.95 / Win. 98 SEPTEMBER, 1998 5.5x4.9x.438 100 10.75x10.125x11.75
EDUCATION
Universe Explorer Win.95 / Win. 3.1 Now 8.25x10.25x2.125 40 21.250x17.250x22.5
Exploring Civilizations Win.95 / Win. 3.1 Now 8.25x10.25x2.125 40 21.250x17.250x22.5
LANDSCAPE RENDERING
VistaPro 4.0 Win95 / NT Now 8.25x10.25x2.125 40 21.250x17.250x22.5
PRODUCT CASE STREET UPC CODE
WEIGHT PRICE 7439990+
------- ------- ------ --------------
GALAXY OF HOME OFFICE HELP:
RETAIL BOX PRODUCT:
Clipart 50,000 23 lbs. $ 14.95 ...11359
PrintIt! 2.0 Plus 23 lbs. $ 14.95 ...11854
Fonts 2,600 23 lbs. $ 14.95 ...10253
Presentation Pictures & Sounds 23 lbs. $ 14.95 ...10307
Custom Calendar 23 lbs. $ 14.95 ...10956
FindIt! 23 lbs. $ 14.95 ...10857
Student Essentials 23 lbs. $ 14.95 ...13704
Galaxy of Clipart, 75,000 images 24.5 lbs. $ 19.95 ...10758
GALAXY OF HOME OFFICE HELP:
JEWEL CASE PRODUCT:
PrintIt! 2.0 22 lbs. $ 12.95 ...11809
Fonts 2,600 22 lbs. $ 12.95 ...09608
Clipart 25,000 22 lbs. $ 12.95 ...09509
Presentation Pictures 22 lbs. $ 12.95 ...08656
Wav Sound Effects 22 lbs. $ 12.95 ...08700
Icons 8,000 22 lbs. $ 12.95 ...10352
Custom Calendar 22 lbs. $ 12.95 ...10901
Clipart 25,000 Vol II 22 lbs. $ 12.95 ...12356
Christian Desktop 22 lbs. $ 12.95 ...13902
EDUCATION
Universe Explorer 23 lbs. $ 19.95 ...09455
Exploring Civilizations 23 lbs. $ 19.95 ...11755
LANDSCAPE RENDERING
VistaPro 4.0 23 lbs. $ 69.95 ...12004
GTIS PART NUMBER IS THE UPC NUMBER WITHOUT THE FIRST AND LAST DIGIT
