1
ADDENDUM NUMBER 1 TO
TECHNOLOGY LICENSE AGREEMENT
THIS ADDENDUM (this "Addendum") is entered into as of January __, 2002, by
and between PATH 1 NETWORK TECHNOLOGIES INC., a Delaware corporation
("Licensor"), and VISIONARY SOLUTIONS, INC., a California corporation
("Licensee").
RECITALS
Licensor and Licensee entered into a Technology License Agreement dated
December 11, 2001 (the "Agreement") and have subsequently agreed that Licensor
will, in addition to its other obligations under the Agreement, provide certain
engineering services to Licensee on the terms and for the additional
compensation set forth in this Addendum. The parties therefore believe that it
is in each of their best interests to enter into this Addendum memorializing
their agreement with respect to these engineering services. Defined terms used
herein shall have the same meaning as those terms set forth in the Agreement
unless otherwise expressly defined herein.
ADDENDUM
1. Licensor hereby agrees to provide to Licensee with eight (8) hours of
engineering services related to the Technology and Products ("Services") for a
six (6) month period beginning on February 1, 2002 and ending on July 31, 2002
(the "Service Period"). Upon expiration of the Service Period, Licensor shall
have an option to renew this Addendum for an additional period of six (6) months
on the terms and conditions set forth herein. Licensee shall submit a written
request for Services to Licensor at least five (5) working days prior to the
date Services are requested; provided, however, that Licensor shall use its best
efforts to reduce the notice period to the extent reasonably practicable.
2. As compensation for Services to be rendered hereunder, Licensee shall
pay to Licensor a fixed fee of Eighteen Hundred U.S. Dollars (US$1,800) per
month on the first day of each calendar month during the Service Period.
Additional Services requested over and above the reserved hours will be billed
at a rate of Two Hundred Fifty U.S. Dollars (US$250) per hour. In the event
Services are not requested by Licensee, or less than eight (8) hours of Services
have been provided, in any month for which payment has been received, the
remainder of such fees shall credited to Licensee's account and shall be applied
to any hourly fees incurred by Licensee which have accrued and are unpaid on the
last day of such month or are thereafter incurred during the original or any
renewal Service Period. Any over-payment balance in Licensee's account at the
end of the Service Period will be returned to Licensee.
3. All Services shall be provided at Licensor's facilities located at 0000
Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000 unless otherwise agreed by
the parties. Licensee shall be responsible for providing all tooling required by
Licensor in rendering the Services.
The terms and conditions of this Addendum shall be deemed to constitute
part of the Agreement and, except as provided herein, are subject to all of the
terms and conditions of the Agreement.
LICENSOR
PATH 1 NETWORK TECHNOLOGIES INC.
By: -------------------------------------
Title: -------------------------------------
Date: --------------------------------------
LICENSEE
VISIONARY SOLUTIONS, INC.
By: ----------------------------------------
Title: --------------------------------
Date: --------------------------------------
