First Amendment to Agreement for Strategic Alliance & License Agreement



 Exhibit 10.44 
 AMENDMENT TO AGREEMENT FOR STRATEGIC ALLIANCE 
 AND
LICENSE AGREEMENT 
 This Amendment is entered into on March 14, 2003 by and between 
 MIDAS INTERNATIONAL CORPORATION, 1300 Arlington Heights Road, Itasca, Illinois 60143 hereby represented by Alan D. Feldman, President and Chief
Executive Officer (hereinafter “MIDAS”) 
 and 
 MAGNETI MARELLI SERVICES S.p.A. C.so Ferrucci 112/A 10100 Torino (Italy) hereby represented by Carlo Bondone, Director and Special Attorney (hereinafter “Marelli”) 
 WHEREAS: 
  

	 	A.	The parties have signed (or are the successors to the original party of) the Agreement for Strategic Alliance dated October 1, 1998 (“Agreement”) and a
License Agreement dated October 30, 1998 (“License Agreement”). 

  

	 	B.	Prior to the date hereof, the entry fees and royalties required to be paid by Marelli to MIDAS under the Agreement and the License Agreement have been subsequently
renegotiated according to Attachment A hereto. 

  

	 	C.	The parties have thereafter and recently agreed on the additional modifications to the Agreement and the License Agreement set forth herein. 


NOW THEREFORE IT IS AGREED AS FOLLOWS 
  

	1.	Capitalized terms not otherwise defined herein shall have the meanings contained in the Agreement and License Agreement, as applicable. 

  

	2.	The royalties required to be paid by Marelli to MIDAS under the License Agreement from and after January 1, 2003, are hereby modified by agreement of the parties,
and they will be as set forth below: 

  

	 	(a)	Fixed Amounts 

 2003 = US
$ 8,40 MM 
 2004 = US $ 8,82 MM 
 2005 = US $ 9,26 MM 
 2006 = US $ 9,72 MM 
 2007 = US $ 8,90 MM 








	 	(b)	Royalties on Turnover 

 2008 and beyond = 1,00% of Gross Revenue, until such time as the Marelli business using the MIDAS System achieves annual Gross Revenue of US $650 MM, at which time, starting from the following fiscal year, the royalties on turnover shall be
1,25% of Gross Revenue 
  

	3.	With respect to the countries and continents set forth in Attachment B (the “New Countries”) the entry fees otherwise required to be paid by Marelli to MIDAS
under Section II, 5.3, of the Agreement are hereby modified by agreement of the parties, and, effective as of the date of this Amendment, they will be eliminated (including those still due under Attachment A hereto). Instead of entry fees, Marelli
shall pay to MIDAS, for each new MIDAS shop opened in a New Country after the date of this Amendment (whether a newly-built MIDAS shop, an existing competitor’s shop converted to a MIDAS shop, or otherwise) a new shop opening fee (“Shop
Opening Fee”) equal to: 

  

	 	(a)	US $5,000 for each of the first fifty (50) new MIDAS shops opened in each New Country; and 

  

	 	(b)	US $10,000 for each additional new MIDAS shop in excess of fifty (50) opened in each New Country. 

 With respect to Russia, Great Britain, Ireland and South Africa, the Shop Opening Fee shall be equal to US $10,000 for each new MIDAS shop
opened in such country or on such continent. 
 No Shop Opening Fees are required to be paid by Marelli for Argentina, Turkey,
Germany, Morocco and those countries set forth in Annex A to the Agreement. 
  

	4.	By completing the payments due to MIDAS under the Agreement and the License Agreement up to and including the date of this Amendment, and subject to Marelli’s
payment to MIDAS of the Shop Opening Fees provided under Section 3 above, Marelli will acquire exclusive rights to exploit the MIDAS System in the New Countries without any further obligation to pay New Country entry fees to MIDAS under Section
II, 5.3, of the Agreement. Marelli is free to exploit the MIDAS System in the New Countries effective from the date hereof in the manner provided under the Agreement and the License Agreement. 

  

	5.	Marelli’s exclusive right to exploit the MIDAS System in each of the New Countries, as contained in Section 4 above, is subject to Marelli submitting to
MIDAS, on or before April 30, 2003, a Shop Development Plan reasonably acceptable to MIDAS, which sets forth the number of new MIDAS shops to be opened in each of the New Countries and the timeline for such openings, and meeting such
development requirements in accordance with the schedule set forth thereon. Marelli shall have a one (1) year cure period for any failure to meet the Shop Development Plan. 

  

	6.	The support contemplated in Section II, 2.1, of the Agreement is intended to be only upon Marelli’s written request to MIDAS. 

  

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	7.	The support contemplated in Section II, 2.2, of the Agreement will no longer be required to be made available to Marelli, which will arrange for any training on its own
care and expenses. 

  

	8.	The reports mentioned under Section II, 2.6, of the Agreement will be exchanged by the parties on a semi-annual basis. 

  

	9.	The meetings under Section II, 2.5 and 2.7, of the Agreement are intended to be held on a semi-annual basis. 

  

	10.	By executing this Amendment, MIDAS is formally notifying Marelli that it does not intend to exercise its right of first option and first refusal under Section II, 5.5,
of the Agreement to acquire Marelli’s assets and rights relevant to the MIDAS system in the countries of Poland and Austria. However, any purchaser of those assets and rights must satisfy the requirements set forth in Section II, 5.5, of the
Agreement, unless otherwise agreed to in writing by MIDAS, such agreement not to be unreasonably withheld or delayed by MIDAS. 

  

	11.	All other terms and conditions of the Agreement and of the License Agreement not expressly modified by this Amendment shall remain unchanged and continue in full force
and effect. 

 Executed in Chicago, Illinois, U.S.A, on March 14, 2003. 
  

					
	MIDAS INTERNATIONAL CORPORATION	 		 	MAGNETI MARELLI SERVICES S.p.A.
			
	/s/ Alan D. Feldman	 		 	/s/ Carlo Bondone
	 Alan D. Feldman
 President and
Chief Executive Officer
	 		 	 Carlo Bondone
 Director and
Special Attorney


  

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 MIDAS 
 AMENDMENTS TO THE LICENSE AGREEMENT 
 dated October 30, 1998 

 ROYALTIES REVISION 
  

	1.	FIXED AMOUNTS 

 Below are
the gross amounts due by Licensee to Licensor for each calendar year in monthly installments 
  

																			
	2000	  	=	  	$	6,50	  	MM	  		  	2004	  	=	  	$	8,82	  	MM
	2001	  	=	  	$	7,35	  	MM	  		  	2005	  	=	  	$	9,26	  	MM
	2002	  	=	  	$	7,80	  	MM	  		  	2006	  	=	  	$	9,72	  	MM
	2003	  	=	  	$	8,40	  	MM	  		  	2007	  	=	  	$	10,20	  	MM

  

	2.	ROYALTIES ON TURNOVER 

  

													
	2008	 	=	  	2,00%	 		  	2009	  	=	  	1,25% 1999 Countries
							
		 		  		 		  		  		  	2,00% Turkey - Argentina - Germany
							
	2010	 	=	  	1,25%	 	1999 Countries + Turkey and Argentina	  	2011	  	=	  	all Countries 1,25%
							
		 		  	2,00%	 	Germany	  		  		  	

  

	3.	NEW COUNTRIES 

  

																	
	January 2000	 	=	  	Argentina + Turkey	  	g	  	entry fee	  	=	  	765,425 $ + 523,865	  	g	  	12 installments from January 2000
									
	January 2001	 	=	  	Germany	  	g	  	entry fee	  	=	  	6,567,235 $	  	g	  	60 installments from January 2001

  

	4.	MOROCCO + CHILE 

  

					
	entry fee	 	g	  	to be agreed upon
			
	Royalties	 	g	  	1,25%

  

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 Attachment B 
  

	1.	Africa 

  

	2.	Albania 

  

	3.	Belarus 

  

	4.	Bosnia and Herzegovina 

  

	5.	Bulgaria 

  

	6.	Croatia 

  

	7.	Czech Republic 

  

	8.	Denmark 

  

	9.	Dominican Republic 

  

	10.	Estonia 

  

	11.	Finland 

  

	12.	F.Y.R.O. Macedonia 

  

	13.	Great Britain 

  

	14.	Greece 

  

	15.	Hungary 

  

	16.	Iceland 

  

	17.	Ireland 

  

	18.	Latvia 

  

	19.	Lithuania 

  

	20.	Madagascar 

  

	21.	Mauritius Island 

  

	22.	Moldova 

  

	23.	Netherlands 

  

	24.	Norway 

  

	25.	Romania 

  

	26.	Russia 

  

	27.	Slovakia 

  

	28.	Slovenia 

  

	29.	Sweden 

  

	30.	Tobago 

  

	31.	Trinidad 

  

	32.	Ukraine 

  

	33.	Yugoslavia 

  

	34.	Middle East (excluding Saudi Arabia) 

  

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