Exhibit 10.1
AMENDMENT TO EXCLUSIVE PATENT
AND RELATED TECHNOLOGY LICENSE AGREEMENT
THIS AMENDMENT TO EXCLUSIVE PATENT AND RELATED TECHNOLOGY LICENSE
AGREEMENT ("Amended Agreement") is made as of March 14, 2002 by and between
Datamarine International, Inc., a Washington corporation (together with all of
its subsidiaries, hereinafter "Licensor"), with its principle place of business
located at 0000 000xx Xxxxxx, X.X., Xxxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 and
BIZCOM U.S.A., INC., a Florida corporation (hereinafter "Licensee"), with its
principle place of business located at 0000 XX 00xx Xxxxxx, Xxxxx 000, Xxxx
Xxxxxxxxxx, Xxxxxxx 00000 (the signatories to this Amended
Agreement being referred to individually as a "Party" hereto and collectively as
"Parties" hereto.
W I T N E S S E T H:
--------------------
WHEREAS, the parties to this Amended Agreement previously entered into
an Exclusive Patent and Related Technology Agreement dated as of February 1,
2002 (the Agreement"); and
WHEREAS, the parties hereto desire to amend certain terms of the
Agreement as provided for herein, which amended terms as provided for herein
shall supercede such terms in the Agreement;
NOW, THEREFORE, for and in consideration of the covenants, conditions
and undertakings hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which is acknowledged by the
parties hereto, the parties hereto agree to amend the Agreement as follows:
Capitalized terms not defined herein shall have the same meaning as is
set forth in the Agreement.
Licensee and Licensor each desire that Licensee, in consultation with
Licensor, be granted an additional 30 days from and including March 1, 2002 to
pursue entering into a sub-license agreement with a third party on terms and
conditions satisfactory to Licensee in its sole discretion to make, use and sell
the Licensed Products. Concurrent with the execution of this Amended Agreement
by the parties hereto, Licensee shall pay Licensor an additional $55,000, which
shall constitute the additional $55,000 payment discussed in paragraph 4.3 of
the Agreement. If such sub-license agreement is consummated within such time
period, Licensee shall not be required to pay Licensor any additional monies
pursuant to paragraph 4.3 of the Agreement, but shall, as provided for in
paragraph 4.3 of the Agreement, without anything further, be deemed to and shall
assume from Licensor a past due and existing $416,000 obligation of Licensor to
two entities for radio equipment previously ordered by such entities from
Licensor.
In the event Licensee does not for whatever reason(s) enter into
the above- contemplated sub-license agreement within 30 days from and including
March 1, 2002, in lieu of Licensee assuming such past due and existing $416,000
obligation, Licensee shall make the
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following additional payments to Licensor: $80,000 payable 30 days from March 1,
2002; $80,000 payable 30 days after such initial $80,000 payment; $55,000
payable 30 days after such second $80,0000 payment; $70,000 payable 30 days
after such $55,000 payment; $70,000 payable 30 days after such first $70,000
payment; and $59,000 payable 30 days after such second $70,000 payment. Such
payment terms and provisions shall supercede the payment terms and provisions
otherwise set forth in paragraph 4.4 of the Agreement.
All other terms, conditions and provisions of the Agreement shall
remain unchanged and in full force and effect.
This Amended Agreement may be executed in counterparts and via
telecopier.
IN WITNESS WHEREOF, the parties hereto have executed this Amended
Agreement under seal effective as of the date first set forth above.
LICENSOR:
DATAMARINE INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------
Xxxxxx X. Xxxxxxxx,
Chairman of the Board of Directors
STATE OF MISSISSIPPI )
)SS:
COUNTY OF XXXXXXX )
The foregoing instrument was acknowledged before me on this 20day of
March, 2002 by Xxxxxx X. Xxxxxxxx, as Chairman of the Board of Directors of
Datamarine International, Inc., a Washington corporation, on behalf of such
corporation who is personally known to me or has produced drivers license as
identification and did/did not take an oath.
Notary Public:
sign /s/Xxxxx Xxxxxxxx
print Xxxxx Xxxxxxxx
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State of Mississippi at Large (Seal)
My Commission Expires: Mississippi Statewide Notary
Public
My Commission Expires July 5, 2004
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LICENSEE:
BIZCOM U.S.A., INC.
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx, President
STATE OF FLORIDA )
)SS:
COUNTY OF BROWARD )
The foregoing instrument was acknowledged before me this 14 day of
March, 2002 by Xxxx Xxxxx, as President of BIZCOM U.S.A., INC., a Florida
corporation, on behalf of such corporation who is personally known to me or has
produced Fl Drivers Lic as identification and did/did not take an oath.
Notary Public:
sign /s/ Xxxxxxx XxXxxx
------------------
print Xxxxxxx XxXxxx
--------------
State of Florida at Large (Seal)
My Commission Expires: Xxxxxxx XxXxxx
Notary Public, State of Florida
My commis. expires Feb. 14, 2006
FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS
ACKNOWLEDGED, ACKNOWLEDGED AND AGREED TO:
SEA, Inc.
By: /s/ Xxxxx Xxxxxxxx
-------------------
Xxxxx Xxxxxxxx, President
STATE OF WASHINGTON )
)SS:
COUNTY OF SNOHONISH )
The foregoing instrument was acknowledged before me this 14 th day of
March, 2002 by Xxxxx Xxxxxxxx, as President of SEA, Inc., a Delaware
corporation, on behalf of such corporation who is personally known to me or has
produced Washington Drivers License as identification and did/did not take an
oath.
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Notary Public:
sign /s/ Xxxxxxxx Xxxxxxx
--------------------
print Xxxxxxxx Xxxxxxx
----------------
State of Washington at Large (Seal)
My Commission Expires: 11-09-04
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