AMENDMENT TO TECHNICAL SERVICES AGREEMENT
THIS AMENDMENT to Technical Services Agreement is made as of the ____ day
of December, 1998, by and between AMERICAN CARD TECHNOLOGY, INC., a Delaware
corporation ("American Card") and SOFTCHIP TECHNOLOGIES (3000) LTD., a
corporation organized under the laws of Israel ("SoftChip").
WITNESSETH:
WHEREAS, American Card and SoftChip are parties to a technical services
agreement dated as of March 7, 1998 (the "Services Agreement"); and
WHEREAS, American Card and SoftChip desire to designate an escrow agent as
set forth in Paragraph 2(a) of the Services Agreement; and
WHEREAS, pursuant to the Services Agreement, the term thereof is to
commence on that date which is the closing of a technology purchase agreement
between the parties dated as of March 7, 1998 and subsequently amended (as
amended, the Purchase Agreement").
NOW THEREFORE, in consideration of the foregoing and the covenants
contained herein, the parties hereto agree as follows:
1. American Card and SoftChip each hereby acknowledge and agree that the
closing of the Purchase Agreement has been extended, and therefore the
commencement of the Services Agreement is likewise extended.
2. American Card and SoftChip each hereby designate and appoint Xxxx,
Xxxxxxxx & Xxxx P.C., although acting as counsel for American Card, as escrow
agent (the "Escrow Agent"), and Escrow Agent hereby accepts such appointment, to
act in accordance with the terms set forth in Paragraph 2(a) of the Services
Agreement.
3. The Escrow Agent's duties are limited as set forth in Paragraph 2(a)
of the Services Agreement, and the Escrow Agent shall have no duties other than
those specifically set forth therein and in the escrow agreement to be entered
into among the parties (the "Escrow Agreement"). The Escrow Agent shall not be
obliged or required to take any action under the Services Agreement or the
Escrow Agreement other than those specifically set forth therein unless the
specific action to be taken shall be requested in writing, signed by American
Card and SoftChip.
4. The Escrow Agent shall incur no personal liability by reason of its
acting as Escrow Agent under the Services Agreement or the Escrow Agreement and
the holding of the Fee (as defined in the Services Agreement) for any delivery
or misdelivery to any person, except to the extent such action is a willful
breach of this Agreement or due to the gross negligence of the Escrow Agent.
5. In the event any dispute shall arise among the parties to the Services
Agreement of the Purchase Agreement, (i) SoftChip consents to the Escrow Agent
representing American Card in any such dispute, and (ii) the Escrow Agent shall
have the right to pay the Fee into the Superior Court of Xxxx County, Georgia,
whereupon the Escrow Agent shall be relieved of any further duties, obligations,
responsibilities or liabilities under the Services Agreement and the Escrow
Agreement. If the Escrow Agent shall institute or shall be joined as a party to
any legal proceedings incident to or arising out of or resulting from the
Services Agreement or the Escrow Agreement, or by reason of serving in the
capacity
as Escrow Agent under the Services Agreement or the Escrow Agreement, the Escrow
Agent shall be entitled to retain the services of counsel to represent the
Escrow Agent in such legal action or in order to analyze and interpret the
Services Agreement or the Escrow Agreement and its responsibilities thereunder.
American Card and SoftChip, jointly and severally, shall protect, defend,
indemnify and hold the Escrow Agent harmless from and against any and all
claims, expenses, obligations and liabilities, including attorneys' fees,
incurred in connection with the Services Agreement or the Escrow Agreement.
6. Except as amended hereby, the Services Agreement remains in full force
and effect and is hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of
the day and year first above written.
Signed, Sealed, and Delivered
in the Presence of: AMERICAN CARD TECHNOLOGY, INC.
By:
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Its
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SOFTCHIP TECHNOLOGIES (3000) LTD.
By:
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Its
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SOLELY TO EVIDENCE ITS ACCEPTANCE
AS ESCROW AGENT, ONLY WITH RESPECT
TO PARAGRAPH 2(A) OF THE SERVICES AGREEMENT:
XXXX, XXXXXXXX & XXXX P.C.
By:
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A Member of the Firm
