EXHIBIT 10.10.1
DATED 2003
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FS2 LIMITED (1)
VIDECOM INTERNATIONAL LIMITED (2)
VIDECOM INC (3)
DEED OF VARIATION
Addlestone Xxxxx Solicitors
Carlton Tower
00 Xx Xxxxx Xxxxxx
Xxxxx
XX0 0XX
THIS DEED OF VARIATION is dated__________________________________________ 2003
BETWEEN
(1) FS2 LIMITED (Company Number 04102584) whose registered office is situated
at Carlton Tower 00 Xx Xxxxx Xxxxxx Xxxxx XX0 0XX ("FS2");
(2) VIDECOM INTERNATIONAL LIMITED (Company Number 01928894) whose registered
office is situated at Xxx Xxxx Xxxx Xxxxxx-Xx-Xxxxxx Xxxx XX0 0XX
("Videcom");
(3) VIDECOM INC whose registered office is situated at [ ] (the "Agent")
RECITALS
(A) FS2 and Videcom entered into a Services Agreement on 28 May 2002 ("the
Services Agreement") whereby Videcom would provide services to FS2 subject
to the terms of the Services Agreement
(B) FS2 and Videcom have agreed to supplement the terms of the Services
Agreement by means of this Deed of Variation ("Deed of Variation") in order
to permit Videcom to use the Agent as its agent to provide such of the
services to FS2 pursuant to the Services Agreement as Videcom shall in its
sole discretion determine
1. TERMS
In this Deed of Variation unless the context otherwise requires the terms words
and expressions contained in the Services Agreement shall have the same meaning
where referred to in this Deed of Variation
1
2. AMENDMENTS TO SERVICES AGREEMENT
Pursuant to Clause 27.2 of the Services Agreement FS2 and Videcom agree that the
Services Agreement be amended in accordance with the terms of this Deed of
Variation
3. COVENANTS
3.1 The Agent hereby confirms that it has been supplied with a copy of the
Services Agreement and hereby covenants and undertakes with FS2 and Videcom
to observe, perform and be bound by all the terms of the Services Agreement
as if it were a party thereto or named therein.
3.2 FS2 and Videcom hereby jointly and severally covenant and undertake with
the Agent that the Agent shall be entitled to the benefit of the terms of
the Services Agreement as if it were a party thereto and named therein.
4. TERMINATION
This Deed of Variation may be terminated by FS2 or Videcom upon the provision to
the other party of not less than four weeks written notice whereupon the Agent
shall cease to act in any capacity other than in compliance with its obligations
pursuant to Clause 3.1.
5. AMENDMENTS
This Deed of Variation may only be amended by agreement in writing signed by
both Parties
6. GOVERNING LAW
This Deed of Variation shall be governed by, and will be construed in accordance
with, the laws of England and Wales.
2
IN WITNESS of which this Deed of Variation has been executed and delivered as a
Deed on the day first above written
EXECUTED AS A DEED )
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AND DELIVERED )
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by FS2 LIMITED )
acting by:- )
Director
Director/Secretary
EXECUTED AS A DEED )
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AND DELIVERED )
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by VIDECOM INTERNATIONAL )
LIMITED )
acting by:- )
Director
Director/Secretary
EXECUTED AS A DEED )
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AND DELIVERED )
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by VIDECOM INC )
acting by:- )
Director
Director/Secretary
3
