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AMENDMENT TO ASSET PURCHASE AGREEMENT
AND TO SUPPLY AGREEMENT
This Amendment to Asset Purchase Agreement and to Supply
Agreement is made as of the date provided below by and between
MILTOPE BUSINESS PRODUCTS, INC., a New York corporation
("Purchaser"), MAG-TEK, INC., a California corporation ("Seller")
and MILTOPE CORPORATION, an Alabama corporation ("Miltope").
WITNESETH:
WHEREAS, Purchaser and Seller entered into and executed an
Asset Purchase Agreement as of December 23, 1992 (the "Asset
Purchase Agreement");
WHEREAS, Seller and Purchaser also entered into and executed
a Supply Agreement as of January 5, 1993 (the "Supply Agreement")
pursuant to which, among other things, Seller is obligated to
supply to Purchaser all the Read/Write Modules for use with
Encoders and the Read Modules for use with Gate Readers
(collectively the "Modules") and/or the proprietary component
parts for use in the ATB Encoder/Printer Model EP380 and the ATB
Gate Reader (collectively the "Components") that Purchaser may
from time to time request;
WHEREAS, all capitalized term herein and not otherwise
defined herein shall have the meanings ascribed to them in the
Asset Purchase Agreement and the Supply Agreement; and
WHEREAS, Purchaser and Seller now intend to amend the Asset
Purchase Agreement and the Supply Agreement as provided herein.
NOW, THEREFORE, in consideration of the covenants and
agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound
hereby, agrees as follows:
1. That Purchaser shall herewith pay to Seller the sum of Five
Hundred Thousand and No/100 Dollars ($500,000.00) which sum shall
constitute full and complete payment of all Minimum Royalty
Payments due and payable Seller by Purchaser under Section 1.6 of
Asset Purchase Agreement for any and all periods described
therein, as well as full and complete payment for all annual
Royalty Payments due and payable by Purchaser to Seller computed
or based on gross revenues derived from Encoder and/or Gate
Reader Sales to all Customers, including Current Customers and
all other persons or entities, for all periods through and
including the period ending December 31, 1996.
2. The parties hereto agree and confirm that the Minimum
Royalty Payment provisions of the Asset Purchase Agreement
contained in Section 1.6(e) thereof have been terminated and
rescinded and are no longer of any force or effect. No Minimum
Royalty Payments are therefore now or hereafter due and payable
from Purchaser to Seller.
3. Seller confirms that it remains obligated to manufacture and
supply Purchaser with the Read/Write Module assemblies for use
with the Encoder (the "Encoder Modules") and the Read Module
assemblies for use with the Gate Reader (the "Gate Reader
Modules"), being collectively referred to herein as the
"Modules", pursuant to the Supply Agreement.
4. Seller will release to Purchaser immediately those Modules
and Components currently on order and contained in Miltope's
Purchase Order P140202 (Quantity 1000 Read/Write Modules).
5. Purchaser agrees and consents to Seller selling or marketing
its ATB/Credit Card Swipe Readers to any other persons or
entities in the market whatsoever.
6. The parties ratify and confirm all other terms and
conditions of the Asset Purchase Agreement and the Supply
Agreement.
7. This Amendment to Asset Purchase Agreement and to Supply
Agreement may be signed in counter-parts, all of which taken
together shall constitute one and the same instrument. The
execution by Seller of a telefaxed copy of this instrument and
the return of the same by telefax to Purchaser shall constitute
the execution hereof by Seller.
8. Miltope agrees to the terms and conditions of this Amendment
to Asset Purchase Agreement and to Supply Agreement.
IN WITNESS WHEREOF, this Amendment to Asset Purchase
Agreement and to Supply Agreement has been duly executed by the
parties hereto as of August 23, 1996.
MILTOPE BUSINESS PRODUCTS, INC.
/s/ Xxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxxxx
----------------- -------------------------
Witness Name: Xxxxx X. Xxxxxxxx
Title: V.P. Finance, CFO
PURCHASER
MAG-TEK, INC.
/s/ Xxxxxx Xxxxxx By: /s/ Xxxxx Xxxxxxx
----------------- ------------------------
Witness Name: Xxxxx Xxxxxxx
Title: Executive V.P.
SELLER
MILTOPE CORPORATION
/s/ Xxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxxxx
----------------- -----------------------
Witness Name: Xxxxx X. Xxxxxxxx
Title: V.P. Finance, CFO
