Exhibit 10.3
PRODUCT DEVELOPMENT AND DISTRIBUTION AGREEMENT
AMENDMENT
This Amendment is made and entered into between Accent Color Sciences Inc., a
corporation organized under the laws of the State of Connecticut, U. S. A., with
an office in East Hartford, Connecticut (hereinafter referred to as "ACS"), and
Xerox Corporation, a corporation organized under the laws of the State of New
York, U.S.A., with an office in El Segundo, California (hereinafter "Xerox") and
amends that certain agreement between the parties effective February 16, 1996
styled a Product Development and Distribution Agreement ("Agreement") , and
shall be effective as of the date the last signature is affixed hereto. The
Agreement is amended as follows:
1. Notwithstanding any term or condition to the contrary contained in the
Agreement or in the letter dated February 14, 1996 from Xxxxxxx Xxxxxx of ACS
to Xxxxxxx Xxxx of Xerox , the duration of Xerox' exclusive rights as set
forth in paragraphs 2.08(c) and 4.12 of the Agreement shall be coextensive
with the period of time that any amounts owed by ACS to Xerox under the Loan
Agreement and Promissory Note dated February 29, 1996 remain outstanding or,
subject to Xerox purchasing reasonable quantities of Products from ACS under
the Agreement, the initial term of this Agreement, whichever is last to
occur.
2. The parties agree that the phrase "exclusive use" as contained in the
letter dated February 14, 1996 from Xxxxxxx Xxxxxx of ACS to Xxxxxxx Xxxx of
Xerox encompasses the exclusive right of Xerox to distribute the applicable
future ACS products.
3. In all other respects the terms of the Agreement remain in full force and
effect.
IN WITNESS WHEREOF, authorized representatives of the parties have affixed their
signatures as of the Effective Date.
XEROX CORPORATION ACCENT COLOR SCIENC INC.
By: _________________________ By: __________________________
Name Name
_________________________ __________________________
Title Title
Date: ________________________ Date: _________________________
