Exhibit 10.1


 


EXECUTION VERSION


 


AMENDMENT AGREEMENT


 


This Amendment Agreement (the “Amendment”) is entered into by and between DATARADIO CORPORATION,  a Delaware corporation (“Dataradio”), and BIO-KEY INTERNATIONAL, INC.,  a
Delaware corporation (“BIO-key”), and is
effective as of the 1st day of
April, 2009.


 


WHEREAS, Dataradio and BIO-key entered into a Settlement
and Mutual Release Agreement dated as of July 28, 2008 (the “Agreement”;
all capitalized terms not otherwise defined herein
shall have the meanings given to them in the Agreement); and


 


WHEREAS, the Parties wish to amend the Agreement to
provide that the unpaid Balance as of the date hereof, which amount is equal to
$635,343.00, together with all accrued and unpaid interest thereon, shall be
paid by BIO-key to Dataradio as set forth herein.


 


NOW, THEREFORE, in consideration of the mutual promises
set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


1.                                            Amendment to
Attachment “A”. Attachment
“A” to the Agreement is hereby amended by deleting such attachment in its
entirety and substituting therefor Attachment “A” attached to this Amendment.


 


2.                                            Amendments to Section 1.


 


(a)                                  Section 1.A. of the Agreement is hereby amended by adding the
following sentence after the last sentence thereof:


 


“Notwithstanding the foregoing, as indicated on
Attachment “A”, the interest rate referenced above in this Section 1.A.
shall increase to ten percent (10%) as of April 1, 2009.”


 


(b)                                 Section 1.B. of the
Agreement is hereby amended by deleting the last sentence thereof and replacing
it with the following:


 


“Notwithstanding anything contained herein, a portion of
the Balance, equal to an aggregate of $250,000 (the “Holdback Amount”), which includes $157,000 of the Hamilton County Monies, shall be withheld
by BIO-key and shall only be due and payable to Dataradio hereunder as follows:
(i) within three (3) business days following BIO-key’s receipt of a
written statement from Hamilton County, Ohio that all remaining work required
to be performed by Dataradio under the Subcontractor Agreement has been
completed to the satisfaction of the County, BIO-key agrees to deliver to
Dataradio, in the manner provided in Section 1.E. hereof, an aggregate of
$93,000 of the Holdback Amount, which amount shall be applied to the Balance;
and (ii) within three (3) business days following BIO-key’s actual
receipt of the remaining portion of the Holdback Amount from Hamilton County,
BIO-key agrees to deliver to Dataradio, in the manner provided in Section 1.E.
hereof, the full amount of such payment, which amount shall be applied to the
Balance. BIO-key agrees to act in


 

















 


good faith to cooperate with Dataradio in obtaining a
notice from Hamilton County that the work has been completed. For the avoidance
of doubt, the $93,000 portion of the Holdback Amount shall be delivered to
Dataradio no later than such time as BIO-key delivers the remaining portion of
the Holdback Amount pursuant to clause (ii) above, regardless of whether
written notice of completion is received from Hamilton County. In the event
that all or a portion of the Holdback Amount is delivered to Dataradio in
accordance with the foregoing provisions, BIO-key shall promptly thereafter
deliver to Dataradio an updated Attachment “A” to this Agreement, revised as
necessary to reflect the applicable reduction(s) in the amount of the
outstanding Balance.”


 


(b)                                 Section 1.C. of the Agreement is hereby amended by deleting such Section in
its entirety and inserting in lieu thereof the following:


 


“C.                               The total of any unpaid Balance (excluding the Holdback Amount, which
shall only be due and payable in accordance with Section 1.B. above) and
accrued interest is due and payable on October 1, 2009.”


 


3.                                            No Other Amendments. Except as expressly set
forth in this Amendment, no other term or provision of the Agreement is hereby
amended or affected in any way, and the Agreement shall remain in full force
and effect after the date hereof.


 


4.                                            Facsimile Signatures;
Counterparts. This Amendment may be executed by facsimile signatures and in
any number of counterparts, each of which shall be an original, but all of
which together shall constitute one instrument.


 


[Signature page follows]


 


2

















 


IN WITNESS WHEREOF, the
Parties hereto have executed this Amendment as a sealed instrument as of the
date first set forth hereof.


 


 


	
   

  	
  BIO-KEY
  INTERNATIONAL, INC. 

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas J. Colatosti

  
	
   

  	
   

  	
  Thomas
  J. Colatosti

  
	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DATARADIO
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard Vitelle

  
	
   

  	
   

  	
  Name:
  Richard Vitelle

  
	
   

  	
   

  	
  Title:
  Treasurer

  



 

















 


Attachment
“A”


 


See attached.


 

















 


	
  BIO-key International,
  Inc.

  	
  ATTACHMENT
  “A”

  	
   

  
	
  Dataradio Corporation

  	
   

  
	
  Installment Payments

  	
   

  



 


	
  Payment dates

  	
   

  	
  28-Jul-08

  	
   

  	
  1-Aug-08

  	
   

  	
  1-Sep-08

  	
   

  	
  1-Oct-08

  	
   

  	
  1-Nov-08

  	
   

  	
  1-Dec-08

  	
   

  	
  1-Jan-09

  	
   

  	
  1-Feb-09

  	
   

  	
  1-Mar-09

  	
   

  	
  1-Apr-09
  **

  	
   

  	
  1-May-09

  	
   

  	
  1-Jun-09

  	
   

  	
  1-Jul-09

  	
   

  	
  1-Aug-09

  	
   

  	
  1-Sep-09

  	
   

  	
  1-Oct-09

  	
   

  	
  Total

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Beginning Principal
  Balance

  	
   

  	
  2,356,771

  	
   

  	
  2,006,174

  	
   

  	
  1,955,577

  	
   

  	
  1,668,442

  	
   

  	
  1,617,845

  	
   

  	
  1,567,248

  	
   

  	
  1,516,651

  	
   

  	
  1,466,054

  	
   

  	
  1,302,509

  	
   

  	
  1,138,964

  	
   

  	
  585,343

  	
   

  	
  529,343

  	
   

  	
  473,343

  	
   

  	
  417,343

  	
   

  	
  361,343

  	
   

  	
  305,343

  	
   

  	
  2,356,771

  	
   

  
	
  Hamilton County
  assignment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  236,538

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  503,621

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  740,159

  	
   

  
	
  Principal payment

  	
   

  	
  350,597

  	
   

  	
  50,597

  	
   

  	
  50,597

  	
   

  	
  50,597

  	
   

  	
  50,597

  	
   

  	
  50,597

  	
   

  	
  50,597

  	
   

  	
  163,545

  	
   

  	
  163,545

  	
   

  	
  50,000

  	
   

  	
  56,000

  	
   

  	
  56,000

  	
   

  	
  56,000

  	
   

  	
  56,000

  	
   

  	
  56,000

  	
   

  	
  55,343

  	
   

  	
  1,366,612

  	
   

  
	
  lnterest @ 7% beginning
  6/18/08*

  	
   

  	
  18,330

  	
   

  	
  1,560

  	
   

  	
  11,788

  	
   

  	
  9,733

  	
   

  	
  9,752

  	
   

  	
  9,142

  	
   

  	
  9,142

  	
   

  	
  8,837

  	
   

  	
  7,091

  	
   

  	
  6,865

  	
   

  	
  4,878

  	
   

  	
  4,558

  	
   

  	
  3,945

  	
   

  	
  3,594

  	
   

  	
  3,112

  	
   

  	
  2,545

  	
   

  	
  114,872

  	
   

  
	
  Total Payments

  	
   

  	
  368,927

  	
   

  	
  52,157

  	
   

  	
  298,923

  	
   

  	
  60,330

  	
   

  	
  60,349

  	
   

  	
  59,739

  	
   

  	
  59,739

  	
   

  	
  172,382

  	
   

  	
  170,637

  	
   

  	
  560,486

  	
   

  	
  60,878

  	
   

  	
  60,558

  	
   

  	
  59,945

  	
   

  	
  59,594

  	
   

  	
  59,112

  	
   

  	
  57,888

  	
   

  	
  2,221,643

  	
   

  
	
  Principal Balance
  Outstanding

  	
   

  	
  2,006,174

  	
   

  	
  1,955,577

  	
   

  	
  1,668,442

  	
   

  	
  1,617,845

  	
   

  	
  1,567,248

  	
   

  	
  1,516,651

  	
   

  	
  1,466,054

  	
   

  	
  1,302,509

  	
   

  	
  1,138,964

  	
   

  	
  585,343

  	
   

  	
  529,343

  	
   

  	
  473,343

  	
   

  	
  417,343

  	
   

  	
  361,343

  	
   

  	
  305,343

  	
   

  	
  250,000

  	
   

  	
  250,000

  	
   

  



 






	
  *

  	
  Increasing to 10% as of April 1, 2009.

  
	
   

  	
   

  
	
  **

  	
  $50,000 principal
  payment to be made on April 1, 2009 or the date that the Amendment is
  fully-executed by both Parties, whichever is earlier. All amounts beginning
  May 1, 2009 do not reflect payment of the Holdback Amount and shall be
  adjusted as appropriate in the event that all or a portion of the Holdback
  Amount is paid to Dataradio in accordance with Section 1.B. of the Agreement
  (as amended).