Exhibit 10.44
Amendment No. 1
To
Marketing, Sales and Representation Agreement
This Amendment No. 1 to the Marketing, Sales and Representation Agreement
dated as of February 1, 1999 (as originally executed, the "Agreement") between
Machtec Ltd. and TTR Technologies, Inc. (hereinafter, "TTR") is entered into as
of the 3rd day of August 1999 by .
W I T N E S S E T H
WHEREAS, pursuant to the Agreement, Machtec provides consulting in
connection with the promotion and sales of TTR's software anti-piracy product
known as "DiscGuard";
WHEREAS, TTR has developed anti-piracy solution intended to deter the
unauthorized replication of music and similar content distributed on optical
media known as "MusicGuard";
WHEREAS, Machtec desires to introduce MusicGuard to the recording industry
and other distributors and publishers of music titles and similar content
distributed on optical media that are based in North America;
WHEREAS, Machtec represents that it has the expertise and experience and
connection to advance the promotion, marketing and sales of MusicGuard to the
music industry;
WHEREAS, TTR and Machtec desire to amend the Agreement (as hereinafter
amended, the "Amended Agreement") as hereinafter provided to set forth the terms
under which Machtec will consulting service to the Company in connection with
the promotion, marketing and sales of MusicGuard.
Therefore, in consideration of the mutual promises contained herein, the
Parties agree as follows:
1. All capitalized terms used herein shall have the meaning set forth in the
Agreement and all terms of the Agreement not specifically amended as hereinafter
set forth shall remain in full force and effect. Upon the effectiveness of this
Amendment No. 1 to the Agreement, all referenced to the "Agreement" shall
include and be deemed to refer to the Amended Agreement.
2. Section 2(i) of the Agreement is deleted in full and the following shall be
substituted therefor:
"MACHTEC will provide to TTR a dedicated and focused effort to develop
business for the DiscGuard and MusicGuard product lines. Specifically,
MACHTEC will introduce TTR to and represent TTR to potential customers in
the Territories.
MACHTEC will assist TTR personnel in gaining access to decision makers at
prospective clients; assist TTR in tailoring its business strategy and
presentations to prospects.
When asked by TTR, MACHTEC will participate in trade shows, briefings, and
meeting with prospects and clients. MACHTEC is prepared to use its
international network of contacts on the behalf of TTR.
TTR, will provide MACHTEC with marketing support in the form of
information, documentation, visits by experts, administrative support,
pricing and delivery schedules, as TTR deems appropriate.
In performance of its duties hereunder, MACHTEC shall act only in
accordance with TTR's instructions, terms and conditions as shall be
decided from time to time by TTR. No agreement of any kind or order for
any products or services shall be binding on TTR unless accepted by TTR in
writing.
Machtec is entitled to appoint third parties, upon approval of TTR, to
assist Machtec is the performance of its duties herein"
Section 2(iii) is deleted in full and the following shall be substituted
therefor:
"Compensation
TTR will pay to MACHTEC the following:
(a) in consideration of MACHTEC committing itself to be available
for not less than four days of work per month for a period of 24
months in rendering the services under this Agreement, TTR hereby
agrees to issue to MACHTEC, 200,000 shares of its common stock.
("Fees").
(b) TTR will issue to Machtec, subject to (and in compliance with US
federal securities laws), forthwith upon the achievement of of the
milestones below such number of common shares of capital stock of
TTR set forth opposite such milestone:
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Milestone Company Shares
--------- --------------
(i) Commencement of a marketing & press
campaign pre-approved by TTR heralding
MusicGuard.
200,000
(c ) Additionally, effective as of the date set forth above, TTR
grants to MACHTEC warrants, in the form approved by TTR's Board of
Directors, exercisable through October 31, 2002, to purchase up to
1,000,000 shares of TTR's Common Shares at an exercise price per
share equal to $0.01, provided that such options shall become
exercisable upon the execution by TTR and a Strategic Partner, of an
agreement as a direct result of MACHTEC's activity.
"Strategic Partner" means a third party unaffiliated with the
Company as of the date hereof which party (i) is engaged in a
business which is the business in which TTR is engaged or a similar
or related business, and (ii) undertakes to subsequently purchase
equity securities of TTR (or securities convertible into equity
securities of TTR), with minimum gross proceeds to TTR of $3
million, where such purchase is accompanied or followed by any one
or more of the following: the licensing by TTR of all or any portion
of its technology to such third party, the licensing by such third
party of all or any portion of its technology to TTR, or any other
coordination of all or a portion of their respective business
activities or operations by TTR and such third party.
(c) TTR shall bear Machtec's reasonable out-of-pocket expenses
incurred in the furtherance of the objectives of this Agreement,
provided, that such expenses of over $500 per month shall have been
pre-approved, in writing, by TTR. Reimbursement shall be made only
against appropriate receipts evidencing actual payment by Machtec."
(d) if TTR shall file a registration statement for any shares of its
Common Stock, it shall include in the registration statement
relating thereto the Shares and the shares issued upon exercise of
the warants (collectively, the "securities"). In the event that such
registration offering involves an underwriting, the rights hereunder
to have the securities included in such registration statement shall
be conditional upon the underwriter's determination as to the
marketing factors requiring limitation of such right, and the
underwriter may preclude any or all securities which could have
otherwise been included in such offering.
3. The following sub-section shall be added to the Agreement:
"2(vii) The term of this Agreement shall be until January 31, 2001, and
neither party shall thereafter have any continuing liability or responsibility
to the other. "
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IN WITNESS WHEREOF, the Parties have signed this Amendment Agreement on the date
first mentioned above.
TTR Technologies Inc. Machtec Ltd.
/s/ Xxxxxxx Xxxxxx
/s/ Xxxx X. Xxxxxxx /s/ Xxxxx Xxxxxxxxx
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President Directors
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