MEMORANDUM OF AGREEMENT
EXHIBIT
10.58
This
MEMORANDUM OF AGREEMENT (the "Memorandum") is made as of November 10, 2005
by
and between, Vitronic Machine Vision Ltd., a Georgia limited partnership
and
Xxxxxx Traffic Systems, Inc., a Delaware corporation, having a place of business
at 400 Massasoit ("Distributor" and together with Vitronic, the "Parties"
and
each singularly a "Party"). Reference is made to that certain Distributorship
Agreement by and between the Parties made as of August 17, 2004 (the
“Distributorship Agreement”). Distributor and Vitronic intending to be legally
bound agree as follows:
That
the
twelve month periods for minimum turnovers set forth in Section I.D of the
Distributorship Agreement shall each be delayed by six months. For example,
the
minimum turnover set forth in the Distribution Agreement for the twelve months
ending December 31, 2005 shall now be the minimum turnover for the twelve
month
period ending on June 30, 2006.
That
for
the purposes of calculating turnover for the twelve month period ending June
30,
2006, those Products (as defined in the Distributorship Agreement) purchased
in
June 2005 shall be deemed to have been purchased on July 1, 2005.
That
the
initial term of the Distributorship Agreement set forth in Section VIII.A
shall
be extended by six months.
IN
WITNESS WHEREOF, the Parties hereto have set their hands by their duly
authorized representatives as of the day and year first above
written.
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VITRONIC,
INC. as General Partner
VITRONIC
Machine Vision Ltd.
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XXXXXX
TRAFFIC SYSTEMS, INC.
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By:
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/s/
Xxxxxxx Bar, Xxxxxxx Xxxxxxxxx
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By:
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/s/
Xxxxx X. Xxxxxxx
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Name:
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Xxxxxxx
Bar, Xxxxxxx Xxxxxxxxx
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Name:
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Xxxxx
X. Xxxxxxx
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Title:
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Vice
Presidents
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Title
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President
& CEO
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For
the sole purpose of evidencing Vitronic GmbH's
consent to the above modification of the Distributorship
Agreement:
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VITRONIC
GMBH
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By:
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/s/
Xxxxxxx Bar, Xx. Xxxxx Xxxxx
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Name:
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Xxxxxxx
Bar, Xx. Xxxxx Xxxxx
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Title:
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Vice
Presidents
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