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EXHIBIT 10.38
SECOND ADDENDUM TO AGREEMENT
THIS ADDENDUM is made this 31st day of January, 1999 by and between
INTERNATIONAL TELECOMMUNICATION DATA SYSTEMS, INC. ("ITDS"), a Delaware
corporation with principal offices at 000 Xxxx Xxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx
00000, and HIGHWAY MASTER CORPORATION, a Delaware corporation with principal
offices at 0000 Xxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000 ("Customer").
WHEREAS, the parties have entered into a Software License Agreement,
dated April 30, 1996 which was amended by an Addendum to Agreement dated October
20, 1998(collectively, the "Agreement"), and
WHEREAS, ITDS and Customer desire to amend the terms of the Agreement
by incorporating service levels and providing Customer a cancellation provision.
In consideration of the promises and the mutual covenants and
agreements hereinafter set forth, ITDS and Customer agree as follows:
1. Schedule F attached hereto entitled "Service Level Matrix" is
hereby incorporated into the Agreement.
2. Schedule G attached hereto is hereby incorporated into the
Agreement.
3. Schedule H attached hereto entitled "Examples of Comprehensive
JobR Specifications" is hereby incorporated into the Agreement.
4. Schedule I attached hereto entitled "Computer Output Systems
Performance Table" is hereby incorporated into the Agreement.
5. Schedule J attached hereto is hereby incorporated into the
Agreement.
6. Schedule K attached hereto is hereby incorporated into the
Agreement.
Except as expressly and specifically modified by the terms of this
Second Addendum, the parties hereby ratify and confirm all of the terms
and conditions of the Agreement. This Second Addendum to the Agreement
shall also be considered to be legally binding and incorporated into
the above referenced Agreement when executed by all parties.
IN WITNESS WHEREOF, the parties have executed this Agreement:
INTERNATIONAL TELECOMMUNICATION HIGHWAY MASTER CORPORATION
DATA SYSTEMS, INC.
By: (x) Xxxxx X. Xxxxxxxxxx By (x) Xxxx Xxxx
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Xxxxx X. Xxxxxxxxxx Name: Xxxx Xxxx
President -----------------------------
Date: 2-4-99 Title: President & CEO
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Date: 2/2/99
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SCHEDULE F
SERVICE LEVEL MATRIX
ITDS' performance in each of the service levels will be reported in the monthly
Report Card.
[Text has been omitted pursuant to a request for confidential treatment. The
omitted material has been filed separately with the SEC.]
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SCHEDULE "G"
[Text has been omitted pursuant to a request for confidential treatment. The
omitted material has been filed separately with the SEC.]
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SCHEDULE H
EXAMPLES OF COMPREHENSIVE JOBR SPECIFICATIONS
To Be Provided
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SCHEDULE I
COMPUTER OUTPUT SYSTEMS PERFORMANCE TABLE
[Text has been omitted pursuant to a request for confidential treatment. The
omitted material has been filed separately with the SEC.]
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SCHEDULE J
[Text has been omitted pursuant to a request for confidential treatment. The
omitted material has been filed separately with the SEC.]
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SCHEDULE K
[Text has been omitted pursuant to a request for confidential treatment. The
omitted material has been filed separately with the SEC.]
