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EXHIBIT 10.1(v)
Amendment No. 1 ("Amendment No. 1") dated as of May 15, 1997, to the
Master License Agreement ("Agreement") dated March 21, 1994 by and between TMNI
International Incorporated ("Licensor") and Transmedia Asia Pacific, Inc. as
assignee of Conestoga Partners II, Inc. ("Licensee").
WHEREAS the parties to the Agreement wish to modify certain terms of
the Agreement;
NOW THEREFORE the parties agree as follows:
1. The first two sentences of Section 3.2 of the Agreement shall be
deleted in their entirety and the following shall be substituted therefor:
"Licensee shall establish, through permitted sublicensees, a
Business in any one country in the Territory (other than
Australia and New Zealand) no later than September 30, 1998 or
Licensee shall lose all rights granted hereunder for all
countries in the Territory, other than Australia and New
Zealand. If Licensee has established a Business in one such
country by such date, then Licensee shall in addition establish
a Business in a second country in the Territory no later than
September 30, 2000 or Licensee shall lose all rights granted
hereunder for all countries in the Territory, other than
Australia and New Zealand and the first country."
2. All definitions contained in the Master License Agreement shall
have the same meaning in this Amendment No. 1.
3. Except as otherwise amended herein, the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have duly executed, sealed and delivered this Amendment No. 1 as of the
day and year first above written.
TMNI International Incorporated
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Attest: Title: President
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Transmedia Asia Pacific, Inc.
By: ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Attest: Title: President
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