[**** Certain confidential portions have been omitted and
filed separately with the Commission pursuant to a
confidential treatment request under Rule 24b-2.]
Exhibit 10.2
September 20th 1999
Ref: 2432
AMENDMENT FOR:
Net-955 Mobile Data Terminal
Purchase Agreement
The following will amend the existing agreement, between Teletrac Inc. and
Micronet Ltd for the purchasing of Mobile Data Terminals as originally signed by
both parties on February 8th 1996.
This amendment is in pursuance of Teletrac's purchase order number 10062 dated
September 16th 1999 and Emails from August 3, 10, 26 1999 by Xx. Xxxxx Xxxxxxx
applying for additional **** Net-955 MDTs to be supplied on an equal monthly
basis starting January 15 th 2000 through December 15 th 2000.
This amendment will become effective and part of the existing agreement between
Teletrac Inc. and Micronet upon authorized signatures by both parties and will
supersede the previous amendment of September 21 st 1997.
Teletrac Inc. Micronet Ltd.
By: Xxxxx Xxxxxxx By: Xxx Xxxxx
------------------------ ------------------------
Title: Controller Title: Vice President Engin.
--------------------- ----------------------
Signature: /s/ Xxxxx Xxxxxxx Signature: /s/ Xxx Xxxxx
----------------- ------------------
1. AGREEMENT TO PURCHASE AND SELL.
1.1 SALE OF PRODUCTS. "Teletrac shall purchase from Micronet a minimum of ****
terminals and Micronet shall sell to Teletrac a minimum of **** terminals,
on the terms set forth herein and on the attached purchase order #10062
dated September 16 th 1999
Terminals are defined as Micronet's production xxxxx Xxx-000 Mobile Data
Terminal and are based on the upgraded version of the previous purchased
Net-950 Mobile Data Terminal. Supplies of the Net-955 Mobile Data Terminals
shall be produced in accordance to the prototypes of 200 units already
tested and approved by Teletrac for serial production. Description,
technical engineering, and operational specifications for the Net-955
Terminal and the protocol (the "Specifications") are set forth in Appendix
"A" titled Ver. A Dated Dec. 21 st 1998. Micronet shall imprint serial
numbers (including bar-coded serial numbers) on the back panel of each
Terminal, and shall print, in white, "Net-955" on each Terminal.
1.2 INITIAL ORDER. "Teletrac hereby places an order for **** Terminals from
Micronet (the "Initial Order"), of these, the order for the first ****
units is firm and irrevocable. All of these terminals will be purchased in
accordance with the terms and conditions of the existing agreement from
February 8 th 1996 and this amendment.
"CANCELLATION. Teletrac has the option to cancel all or part of the
remaining **** units ordered by advanced written notice 3 months prior to
delivery schedule ("Timely Cancellation") or with 2 month prior notice
("Late Cancellation"). Teletrac will pay a compensation fee for cancelled
units as specified in Paragraph 3.1.
1.3 "INCREMENTAL ORDERS. Within the time period of the Initial Order for ****
Terminals, ordered hereunder, incremental orders for additional Terminals
shall be in writing and shall specify arrival dates of not less than 12
weeks from delivery of the order to Micronet. All incremental orders shall
be for at least **** terminals per order and shall be filled in accordance
with this amendment and the other terms of the existing agreement.
SUBSEQUENT ORDERS. AFter the Initial Order of **** Terminals, ordered
hereunder, have been purchased and supplied, subsequent orders for
additional Terminals shall be in writing and shall specify arrival dates of
not less than 12 weeks from delivery of the order to Micronet. Micronet
may, by written notification delived to Teletrac within 10 working days of
Micronet receipt of a subsequent order, elect not to fill the subsequent
order. If Micronet does not notify Teletrac of its election to not fill the
subsequent order, the order shall be filled as described in the existing
agreement. All subsequent orders shall be for at least **** Terminals per
order.
The rest of this paragraph remains unchanged.
3. PAYMENT
3.1 PRICE
"The purchase price of each Terminal (including backet and screws) shall
be: $ **** F.O.B. Israel.
Compensation Fee:
$ U.S. **** per unit for unit not delivered due to Timely Cancellation.
$ U.S. **** per unit for unit not delivered due to Late Cancellation.
The rest of this paragraph remains unchanged.
3.3 Terms of Payment
Teletrac, by Bank wire transfer, shall make a down payment to Micronet's
account in the amount of: U.S. $ **** (**** Dollars) as specified below:
$**** no later than October 1 st 1999.
$**** no later than November 1st 1999.
Total: $****
Note: The down payment is a ****% of 3 month purchase sum. Incremental
orders shall require ****% down payment to be credited upon payment of
balance due prior to actual delivery.
Payments in full for all shipments, as per paragraph 4 below will be made
by wire transfer immediately prior to each delivery.
Payment for the last delivery will include any cancellation fees and credit
for the initial down payment.
4. SHIPMENT
4.1 SHIPMENT TERMS. Unless Teletrac notifies Micronet otherwise, as
provided in Paragraph 12.2 or 1.2 Teletrac hereby orders **** Terminals
to be shipped to Teletrac's facility described in paragraph 4.4, on the
dates set forth in the following Shipment Schedule:
Number of Terminal Date shipped to Teletrac
Terminals Type Facility
**** Net-955 January 15th 2000
**** Net-955 February 15th 2000
**** Net-955 March 15th 2000
**** Net-955 April 15th 2000
**** Net-955 May 15th 2000
**** Net-955 June 15th 2000
**** Net-955 July 15th 2000
**** Net-955 August 15th 2000
**** Net-955 September 15th 2000
**** Net-950 October 15th 2000
**** Net-950 November 15th 2000
**** Net-950 December 15th 2000
TOTAL: **** MDTs
First Note of the original agreement: "Micronet is allowed to accelarate
shipments . . . . . . .. in Paragraph 3.3 above." is cancelled.
Shipments dates are conditional on Teletrac complying on time with payment
terms of paragraph 3.3 above.
4.3 RESCHEDULING SHIPMENTS DATES
This paragraph is no longer valid.
APPENDIX A
MESSAGE DATA TERMINAL (MDT)
NET-955
SPECIFICATIONS
Ver. A, December 21, 1998
Teletrac, Inc. Proprietary
1. SCOPE
This document defines the specifications of the Message Data Terminal
(MDT) to be integrated with the Telectrac system Vehicle Location Units (VLUs).
****
[22 pages redacted and filed separately with the Commission pursuant
to a confidential treatment request under Rule 24b-2.]
