EXHIBIT
10.213


 


FIRST AMENDMENT TO MUTUAL TERMINATION OF

WAREHOUSE DISTRIBUTION CONTRACT

between

UPS SUPPLY CHAIN MANAGEMENT, INC.

and

CYGNUS, INC.


 


This First Amendment, having an Effective Date of
September 26, 2002 to the Mutual Termination of the Warehouse Distribution
Contract, having an effective date of September 10, 2002 (hereinafter “Mutual
Termination”), is between UPS Supply Chain Management, Inc. (hereinafter
“SCM”), f/d/b/a Livingston Healthcare Services Inc., having a principal place
of business at 220 Lake Drive, Newark, DE 19702, and Cygnus, Inc. (hereinafter
“Client”), having its principal place of business at 400 Penobscot Drive,
Redwood City, CA 94063.


 


RECITALS


 


WHEREAS, SCM now wishes to purchase from Client the equipment set forth
on Exhibit C.1 of the Warehouse Distribution Contract, and Client is willing to
sell said equipment to SCM;


 


NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties hereby agree to amend the Mutual Termination as follows:


 


1.               Client will sell
the equipment set forth on Exhibit C.1 of the Warehouse Distribution Contract
to SCM for a purchase price of ***. 
Such sale shall be on an as-is basis, with no warranties or
representations whatsoever regarding the equipment.


 


2.               SCM shall return
the following Client equipment to Client on or before October 15, 2002:


 


Equipment at Rancho Cucamonga, CA:


 


a.                                       Cisco
506 Firewall


 


b.                                      Cisco
1760 Router


 


c.                                       Cisco
8 port switch


 


d.                                      CASCO/Point.Man
barcode interface (including server, monitor, keyboard, mouse, access point
unit, 4 RF receivers, 4 handheld readers with chargers, 8 batteries)


 












*** Certain information on this page has been omitted and filed
separately with the Commission. 
Confidential treatment has been requested with respect to the omitted
portions.


 

















 


Equipment at Newark, DE:


 


a.                                       Cisco
506 Firewall


 


b.                                      Cisco
1720 Router


 


c.                                       Cisco
8 port switch


 


3.               The parties agree
that Client will short-pay SCM by an amount of *** on the current invoice for
the one-time payment of ***, so as to settle the *** owed by SCM to Client
pursuant to Paragraph 1 above.  Client
agrees to pay SCM the resulting amount of *** on or before October 15, 2002.


 


4.               Except for the
changes reflected in this Amendment, the Mutual Termination remains in full
force and effect.


 


IN WITNESS WHEREOF, the parties have executed this First Amendment to
the Termination.


 


 


	
  UPS SUPPLY CHAIN MANAGEMENT, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ Matthew
  S. Lavelle

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Matthew S. Lavelle

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Controller

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
  11/13/02

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CYGNUS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ John C
  Hodgman

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  John C Hodgman

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Chairman, President & CEO

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
  September 26, 2002

  	
   

  
					



 












*** Certain information on this page has been omitted and filed
separately with the Commission. 
Confidential treatment has been requested with respect to the omitted
portions.


 


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