0001193125-06-172765 Sample Contracts

AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • August 14th, 2006 • Franklin Electronic Publishers Inc • Office machines, nec

This Amendment is made on June 13, 2005 to that certain Management Agreement made as of December 13, 2004 by and between Franklin Electronic Publishers, Inc., a Pennsylvania corporation, with principal place of business at One Franklin Plaza, Burlington, New Jersey 08016-4907 (“Franklin” or “the Company”) and Centaurus Limited, a Hong Kong company, with principal place of business at 3005 Universal Trade Centre, 3 Arbuthnot Rd. Central, Hong Kong SAR (“Centaurus”) (the “Agreement”). The parties wish to extend the Term of the Agreement on the terms and conditions set forth in this Amendment and therefore agree as follows:

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EARN OUT AGREEMENT
Earn Out Agreement • August 14th, 2006 • Franklin Electronic Publishers Inc • Office machines, nec

Franklin Electronic Publishers, Inc., a company established and existing under the laws of Pennsylvania (USA), with its principal place of business at One Franklin Plaza, Burlington, New Jersey 08016-4907 (USA) (“Franklin”);

SECOND AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • August 14th, 2006 • Franklin Electronic Publishers Inc • Office machines, nec

This Amendment is made as of December 13, 2005 to that certain Management Agreement made as of December 13, 2004 by and between Franklin Electronic Publishers, Inc., a Pennsylvania corporation, with principal place of business at One Franklin Plaza, Burlington, New Jersey 08016-4907 (“Franklin” or “the Company”) and Centaurus Limited, a Hong Kong company, with principal place of business at 3005 Universal Trade Centre, 3 Arbuthnot Rd. Central, Hong Kong SAR (“Centaurus”), as amended on June 13, 2005 (the “Agreement”). The parties wish to extend the Term of the Agreement on the terms and conditions set forth in this Amendment and therefore agree as follows:

MANAGEMENT AGREEMENT
Management Agreement • August 14th, 2006 • Franklin Electronic Publishers Inc • Office machines, nec • New Jersey

This Agreement is made as of December 13, 2004 by and between Franklin Electronic Publishers, Inc., a Pennsylvania corporation, with principal place of business at One Franklin Plaza, Burlington, New Jersey 08016-4907 (“Franklin” or “the Company”) and Centaurus Limited, a Hong Kong company, with principal place of business at 3005 Universal Trade Centre, 3 Arbuthnot Rd. Central, Hong Kong SAR (“Centaurus”).

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