Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks Exhibit 10.14 Amendment to FSI Exclusive Distributorship Agreement This Amendment to the FSI Exclusive Distributorship Agreement (the "Amendment") is made as of July 31, 1999 among FSI...

 Prepared by XXXXXXX CORPORATION xxx.xxxxxxxxxxxxxx.xxx



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Exhibit 10.14


 
  Amendment to FSI Exclusive Distributorship Agreement  


    This Amendment to the FSI Exclusive Distributorship Agreement (the "Amendment") is made as of July 31, 1999 among FSI International, Inc.
("FSI"), m•FSI Ltd. ("m•FSI") and BOC Xxxxxxx, a part of The BOC Group, Inc. ("BOC").

    WHEREAS,
FSI and m•FSI are parties to the FSI Exclusive Distributorship Agreement dated as of August 14, 1991 (as amended to the date hereof, the "Distributorship
Agreement"), which Distributorship Agreement provides m•FSI with the exclusive rights to distribute FSI products in specified territories, including chemical delivery systems and other
products currently manufactured or sold by the Chemical Management Division of FSI including those of FSI's subsidiaries ("CMD").


    WHEREAS,
concurrently with the execution and delivery of this Amendment, FSI is selling and transferring the business and operations of CMD to BOC, pursuant to that Asset Purchase
Agreement between those two parties dated as of June 9, 1999 (the "Asset Purchase Agreement").

    WHEREAS,
the parties hereto desire to amend the Distributorship Agreement and to otherwise set forth certain rights and obligations with respect to one another to reflect the transfer
of CMD to BOC.

    WHEREAS,
FSI and m•FSI also concurrently are terminating the license to manufacture Chemical Management Products previously granted by FSI to m•FSI.

    NOW
THEREFORE, pursuant to the above, the covenants and promises which follow, and other valuable consideration, the parties agree as follows:



    1.  Amendment to Distributorship Agreement.  Effective as of the date hereof:



    (a) The
definition of "Products" in the Distributorship Agreement shall be revised to delete any reference to chemical delivery or management systems or products
previously or currently manufactured or sold by CMD, or that are currently being or in the future are designed or developed by CMD, including any chemical management systems that generate, blend
and/or dispense high purity chemicals, or blend and/or deliver slurries, to points of use in a manufacturing facility, as well as related controls and support products (including spare parts and
consumables relating thereto) (collectively, the "CMD Products").

    (b) Any
obligations of either m•FSI or FSI under the Distributorship Agreement relating to any CMD Products sold to m•FSI under the
Distributorship Agreement prior to the date hereof shall remain the obligation of such party, except, as between FSI and BOC, as provided in the Asset Purchase Agreement, and as between
m•FSI and BOC Xxxxxxx, as provided in the AGREEMENT for EXCLUSIVE DISTRIBUTORSHIP between BOC Xxxxxxx and m•FSI as of the date hereof.



    2.  No Other Amendments.  Except as specifically provided in this Amendment, all of the terms, covenants
and conditions of the Distributorship Agreement shall remain in full force and effect without modification.

    3.  Counterparts.  This Amendment may be executed in two or more counterparts, each of which when so
executed and delivered shall be deemed an original, and all of which counterparts when taken together shall constitute one and the same instrument.

    4.  Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of
Japan, without giving effect to the conflicts of laws provisions thereof.




    5.  Effective Date of Amendment.  This Amendment shall become effective and binding upon the parties
hereto, simultaneously upon the execution of the AGREEMENT for EXCLUSIVE DISTRIBUTORSHIP between BOC Xxxxxxx and m•FSI.



    In
Witness Whereof, the parties have caused this Amendment to be executed by duly authorized representatives as of the date first above written.




 
 
 
FSI INTERNATIONAL, INC.


 
 
 
By:
 
/s/ XXXXXXXX X. XXXXXXXXX    Its Chief Financial Officer


 
 
 
m•FSI LTD.


 
 
 
By:
 
/s/ XXXXXX XXXXX    Its President


 
 
 
THE BOC GROUP, INC.


 
 
 
By:
 
/s/ XXXXX X. XXXXXX    Its Attorney in Fact for Xxxxx Xxxxx








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 Amendment to FSI Exclusive Distributorship Agreement