Exhibit 10.5
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AMENDMENT NO. 1
This AMENDMENT is made this 1st day of November, 1997 by and between the
SMITHSONIAN INSTITUTION ("Smithsonian") an educational, non-profit organization
established by the Congress of the United States in 1846 (20 U.S.C. 41 et seq.)
And having its principal offices at 0000 Xxxxxxxxx Xxxxx, X.X., Xxxxxxxxxx, D.
C., and SYNTHONICS TECHNOLOGIES, INC. ("Licensee"), a California corporation
having its principal place of business in Westlake Village, California.
WHEREAS, Smithsonian and Licensee have entered into an agreement dated
October 2, 1997, bearing S.I. Contract No. RC9-821003-0000 (the "Agreement"),
wherein Licensee agreed to use its innovative technology to develop a unique
CD-ROM for commercial sale that contains high quality, three-dimensional images
of Smithsonian artifacts ("Product");
WHEREAS, Paragraph 3.d. of the Agreement specifies that Licensee shall
complete production of the Product on or before February 24, 1998, but in no
event shall complete production of the Product and have it available to the
Smithsonian for distribution later than March 10, 1998;
WHEREAS, Schedule B of the Agreements sets forth a timetable concerning the
approval and deliverable phases for the performance of this Agreement;
WHEREAS, the parties desire to change the delivery deadlines and timetables
set forth in Paragraph 3.d. and Schedule B of the Agreement;
NOW THEREFORE, in consideration of the covenants and agreements contained
herein and in the Agreement, the parties hereto further agree, and the Agreement
is hereby modified, as follows:
1. DEFINITIONS. Capitalized terms used in this Amendment shall have the same
meaning as in the Agreement.
2. The parties agree that Paragraph 3.d. of the Agreement is hereby amended to
read, in its entirety: "Licensee shall use its best efforts to complete and
design production of the Product and have it available to the Smithsonian
for distribution on or before May 23, 1998, but in no event shall complete
production of the Product and have it available to the Smithsonian for
distribution later than June 6, 1998."
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3. The parties agree that Schedule B :Concept and Design Approvals of the
Agreement is hereby amended to read, in its entirety:
Approval Stages Date
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Kick-off Date: October 3, 1997
Phase #1
October 3, 1997 Approval of the final Storyboards,
which shall be delivered to Smithsonian no later than: October 3, 1997
Phase#2
Approval of the final lists of all assets to
be reproduced on the Product, including, but
not limited to, museum artifacts, video
clips and audio clips. The final list shall
state which artifacts will be represented by
two-dimensional images and which artifacts
will be represented by three-dimensional images.
The final list shall be delivered to Smithsonian
no later than: November 22, 1997
Phase #3
Licensee shall deliver to Smithsonian for
its approval the Product's script (all
text which shall appear on the Product),
credits, interactivity planning, and initial
CD packaging no later than: January 29, 1998
Smithsonian shall provide to Licensee its
written approval or disapproval and comments,
if any, of the Product's script (all text
which shall appear on the Product), credits,
interactivity planning, and initial CD
packaging no later than: February 7, 1998
Phase #4
Licensee shall deliver to Smithsonian for its
approval the alpha prototype CD and packaging
no later than: April 2, 1998
Smithsonian shall provide to Licensee its
written approval or disapproval and comments,
if any, of the alpha prototype CD and packaging
no later than: April 11, 1998
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Phase #5
Licensee shall deliver to Smithsonian for its
approval the beta prototype CD and packaging
no later than: April 23, 1998
Smithsonian shall provide to Licensee its
written approval or disapproval and
comments, if any, of the alpha prototype CD
and packaging no later than: May 2, 1998
Phase #6
Licensee shall deliver to Smithsonian for its
approval a sample of the final Product
no later than: May 14, 1998
Smithsonian shall provide to Licensee its written
approval or disapproval and comments, if any,
of the sample of the final Product
no later than: May 23, 1998
If Smithsonian changes the date of any approval set forth above to a later date,
the remaining approval and delivery dates shall be similarly moved to a later
date. For example, if one approval date is moved back one (1) week, then all
remaining dates will also be moved back one (l) week.
Failure to meet scheduled deadlines as set forth herein may be grounds for
termination pursuant to Paragraph 18 of this Agreement. Modification of the
scheduled deadlines may be made by mutual agreement between the parties.
4. All other provisions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, THE PARTIES hereto have signed this Agreement in duplicate
originals as of the day and year above written.
Accepted and agreed,
SMITHSONIAN INSTITUTION SYNTHONICS TECHNOLOGIES, INC.
/S/ Xxxx X. Coffee /S/ F. Xxxxxxx Xxxx
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By: Xxxx X. Coffee for By: F. Xxxxxxx Xxxx
Xxxx Xxxxxx Its: President & CEO
Its: Contracting Officer
Date: 11/12/97 Date: 11/1/97
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