Exhibit 10.21(a)
AMENDMENT TO AGENCY AGREEMENT
AMENDMENT TO AGREEMENT ("Amendment") made as of 1st January 2001 by and
between Tai Nam Industrial Company Limited (hereinafter referred to as the
Agent) and Monogram International Inc and Monogram Products (H.K.) Limited
(hereinafter collectively referred to as the Company).
WHEREAS, the Company and the Agent entered into an Agency Agreement dated
24th March 2000; and
WHERAS, the Company and the Agent desire to amend the Agency Agreement in
accordance with the terms and conditions set forth herein.
NOW, THERFORE, in consideration of the following and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Section 1 of the Agency Agreement is hereby amended as follows:
The Agent shall employ and maintain sufficient staff and purchasing
personnel who will devote an adequate portion of their time to the
purchase of the Company's products within the Territory and to the
performance of all the Agent's duties and obligations to be performed
hereunder. In this connection, the Agent shall appoint a dedicated Account
Executive to handle all matters for the Company, on a daily basis. The
"Territory" shall be limited to the Far East and such other territories
the Company requests that the Agent purchase the Company's products
2. Section (8) of the Agency Agreement is hereby amended as follows:
The Agent shall control the quality of the goods by engaging Q.C. staff to
carry out quality control inspections in the production line and on the
finished goods to ensure quality is in accordance with the agreed
specifications and that the product complies with the required
specifications. However, subject to the mutual consent of the Agent and
the Company, the Agent can authorize the vendor to release the shipment of
goods based upon the quality control inspection performed by the vendor.
Notwithstanding the foregoing, no QC inspection will be performed by the
Agent if the agreed upon Agent's agency fee is 3% or less. The Agent shall
be reimbursed by the Company for all reasonable travel expenses (as
evidenced by paid receipts) incurred by Agent on behalf of the Company for
travel outside the Guangdong Province.
3. Section (9) of the Agency Agreement is hereby amended as follows:
Agency fee :-
a) For all existing items manufactured on or before 31 December 2000 by
existing vendors other than the Agent, in consideration of the order
management role including order processing, shipment arranging, accounting
and reporting services performed by the Agent to the Company, the Agent
shall receive a fee equal to 3% of the gross invoiced value of products
purchased by the Company
(the "Agency Fee"). The Agency Fee shall be computed on the basis of the
following formula:
Factory purchase price of the merchandise x (1/0.97) = Price quote to the
Company with Agency fee inclusive
However, if the Agent can source a better price on the existing item and
thus rendering a reduction and saving from the existing price paid by the
Company, an Agency Fee, equal to the amount of the savings but no more
than 7% as computed on the basis of the following paragraph, will be
remunerated to Tai Nam.
Factory purchase price of the merchandise x (1/0.93) = Price quote to the
Company with Agency fee inclusive
Any savings in excess of the 7% would be completely passed on to the
Company such that the Company would under no circumstance be paying a
higher cost as the result of the agency arrangement with Tai Nam.
b) For all new items that are manufactured on and after 1 January 2001,
the Agent shall receive a fee equal to 7% of the gross invoiced value of
products purchased by the Company (the "Agency Fee"). The Agency Fee under
this circumstance shall be computed on the basis as the aforementioned
paragraph.
If circumstances exist where Tai Nam cannot out source vendors that can
meet Monogram's target and Monogram can get the source by themselves, Tai
Nam can only receive a 3% agency fee and perform such duties as requested
by Monogram or on behalf of Monogram, by the vendor chosen by Monogram to
provide such services, including but not limited to those vendors set
forth in section 9(a) of this Agreement.
4. Section 12 of the Agency Agreement is hereby amended as follows:
1. The Company shall be responsible for the charges in making of molds on new
products and all related charges to complete the molds for manufacturing.
The molds shall be the assets of the Company. The Agent agrees to act in a
commercially reasonable and prudent manner in its handling and maintenance
of the molds (normal wear and tear excepted) so as to minimize any loss or
damage thereto. The Agent shall use best efforts to obtain appropriate
indemnifications from entities using the molds, so as to adequately
protect the Company from losses, damages, costs, expenses or liabilities
(including reasonable attorneys fees and costs) incurred by the Company
due to any act or omission, negligent or otherwise of the entity using a
mold (normal wear and tear excepted). Additionally, Agent shall use best
efforts to obtain on behalf of the Company from each entity, which uses a
Company mold, a Trust Receipt in substantially the form attached hereto as
Exhibit "A."
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as of the date and year first above written.
ABOVE AGREED TO AND ACCEPTED:
MONOGRAM INTERNATIONAL INC.
By:
------------------------------
Name:
Title:
Date:
MONOGRAM PRODUCTS (H.K.) LIMITED
By:
------------------------------
Name:
Title:
Date:
TAI NAM INDUSTRIAL COMPANY LIMITED
By:
------------------------------
Name:
Title:
Date:
