Exhibit 10.1
Execution Copy
CDEX Inc.
The Technology Development Company
Confidential
January 30, 2007
CDEX Inc.
0000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Mr. Xxxx Xxxxxxx
Xxxx Corporation
0000 Xxxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
Dear Xx. Xxxxxxx:
Subject: Amendment to Reseller Agreement
-------------------------------
As we have discussed, Xxxx Corporation ("Xxxx") and CDEX Inc ("CDEX") would
like to amend the Reseller Agreement between Xxxx and CDEX dated November 7,
2005 ("Agreement"). Accordingly, for good and valuable consideration, the
sufficiency of which is agreed to by both parties, Xxxx and CDEX agree as
follows:
1. CDEX waives all purchase requirements contained in Section 3.4 of the
Agreement for the first and second Calendar Years (as defined in the
Agreement) associated with Xxxx'x exclusive distributor status.
2. Xxxx'x quarterly purchase requirements stated in Section 3.4 of the
Agreement for the second Calendar Year (as defined in the Agreement)
are eliminated.
3. The installation and implementation services noted in Section 4.6 will
be performed by CDEX or Xxxx, at Xxxx'x option, as discussed in
Section 5.7(c).
4. With regard to the products that Xxxx has purchased from CDEX to date
that have not been shipped to designated clients, CDEX will continue
to hold those products in its warehouse until directed by Xxxx to ship
them to a specified client's address or until May 1, 2007, whereupon
CDEX will ship to Xxxx (0000 Xxxxxxxxxx Xxxxx, Xxxxxxxxx, XX) those
remaining Xxxx products in the CDEX warehouse. The Base Pack of
signatures loaded on each such product is as listed in the Attachment.
5. CDEX will use its best efforts to continue developing signatures until
it has a Signature Library of (*) signatures ("Basic Library"). While
the content of the Basic Library will be developed in consultation
with Xxxx, the content is in the sole discretion of CDEX. Xxxx may
augment its Base Pack of signatures with any additional (*) signatures
from the Basic Library for a fee of (*) per Device. Additional
signatures above the Base Pack plus the additional (*) noted above
contain in the Signature Library may be purchased on a per Device
basis pursuant to Section 5.7(e)(i) of the Agreement.
6. CDEX will develop additional signatures not contained in the Basic
Library on request of Xxxx with mutual agreement of CDEX for a fee of
(*) per signature plus the cost of the medications for the signaturing
process (or the medications can be provided directly by Xxxx for the
process). If in the examination of the medications, CDEX determines
that a signature cannot be obtained, Xxxx shall only pay for the cost
of the medication. The intellectual property rights associated with
any signature so developed shall remain the exclusive property of
CDEX. After development of a signature from this process, Xxxx will be
provided with the signature for installation on (*) of Xxxx'x Devices
at no additional cost. Thereafter, the new signature will be added to
the Signature Library.
If you agree with the terms in this letter, please so indicate by signature
below. Xxxx, we look forward to our meeting with you of February 20, 2007.
/s/ Xxxxxxx Xxxxxxx, for /s/ Xxxx Xxxxxxx
------------------------ ----------------
Xxx Xxxxxxx Xxxx Xxxxxxx
CEO CEO
CDEX Inc Xxxx Corporation
Attachment: Base Pack of 30 Signatures (*)
* The omitted information is confidential and is being filed separately
with the Securities and Exchange Commission.
