EXHIBIT 10.8
AMENDMENT TO HOSTING AGREEMENT
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This Amendment to the Hosting Agreement (the "Amendment") is made and entered
into on this 3rd day of March, 2004, by and between BHC, Inc., a Delaware
corporation (the "Company") and 51st State Systems Inc., a corporation organized
under the laws of British Columbia ("51st State").
RECITALS.
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A. The parties described above entered into a Hosting Agreement on the 6th
day of December, 2002, a copy of which is attached hereto and made a part hereof
as Exhibit A (the "Hosting Agreement").
B. The parties have elected to extend the term of the Hosting Agreement and
have elected to reduce the amendment to writing.
Now, therefore in consideration of the mutual covenants contained herein
and other good and viable consideration the receipt and sufficiency of which is
hereby acknowledged, each of the parties agrees as follows:
Amendement of Hosting Agreement. Section 1.8 is hereby amended so as to
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read in its entirety as follows:
"The 51st State tasks under the Transaction Document are described in section
1.4 "51st State Responsibilities". 51st State will begin work on these tasks
upon receipt of this signed Transaction Document.
The initial term of the Transaction Document commences at the start of Task 1-
Implementation and ends on December 5, 2005. Thereafter, this Transaction
Document shall automatically renew for additional twelve (12) month periods
unless either party notifies the other with 30 days notice that it wishes to
terminate the Transaction Document.
In the event of any termination, there will no reduction of any One-Time Charges
which are payable when due."
Entire Agreement. This Amendment constitutes the entire agreement among
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the parties. No provision hereof may be amended, modified or waived except in
writing, executed by all parties hereto. This Amendment supercedes all prior
negotiations, representations and agreements made by and among the parties with
respect to the subject matter referred to above. The illegality of any
provision of this Amendment shall not render any other provision hereof illegal
or otherwise affect the enforceability of this Amendment.
Binding Effect; Benefits. This Amendment shall inure to the benefit of and
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shall be binding upon the parties hereto and their respective heirs,
administrators, executors, successors and permitted assigns. Nothing in this
Amendment, express or implied, is intended to confer on any person other than
the parties hereto or their respective heirs, administrators, executors,
successors and permitted assigns, any rights, remedies, obligations or
liabilities.
Governing Law and Jurisdiction. This Amendment shall be deemed to be a
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contract made under the laws of the State of New York, and for all purposes
shall be governed by, and construed and enforced in accordance with, the laws of
the State of New York applicable to contracts to be made and performed entirely
within the state and no defense given or allowed by the laws of any other state
or country shall be interposed in any action or proceeding herein, unless such
defense is also given or allowed by the laws of the State of New York and not
waived hereby. The courts of the State of New York shall have exclusive
jurisdiction over all controversies or disputes relating to or arising out of
this Amendment, including without limitation, with respect to the
interpretation, performance or breach of this Amendment. The parties consent to
personal jurisdiction in the courts of such State and agree that process may be
served upon them in any such action by prepaid air courier with simultaneous
notice to such parties' counsel herein named, at the address set forth herein or
on the signature page hereto, or in any other manner permitted by New York law.
Headings. Headings in this Amendment are for reference purposes only and
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shall not be deemed to have any substantive effect.
Counterparts. This Amendment may be executed in any number of
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counterparts, each of which shall be deemed an original, but all of which
together shall be deemed to be one and the same instrument.
Facsimile Signatures. This Amendment may be signed by facsimile copy and
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shall be valid and binding upon delivery by facsimile of a signed copy.
[SIGNATURE PAGE TO IMMEDIATELY FOLLOW]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
BHC, Inc.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: President
51st State Systems, Inc.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxx Xxxxx
Title: President
