Stipulated Amended Agreement

STIPULATED AMENDED AGREEMENT

This Stipulated Amended Agreement (the "Agreement") is entered into as of by and between Party A: and Party B: .

RECITALS

WHEREAS, Party A and Party B entered into a written agreement entitled (the "Original Agreement") dated ; and

WHEREAS, the parties now desire to amend certain provisions of the Original Agreement on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties have agreed that the amendments set forth herein are reasonable and reflect the mutual assent of the parties.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to them in the Original Agreement. For purposes of this Agreement, the following definitions shall apply:

1.1 "Amendment Effective Date" means the date set forth above as the effective date of this Agreement.

2. AMENDMENTS TO ORIGINAL AGREEMENT

2.1 Subject to the terms and conditions of this Agreement, the Original Agreement is amended as follows. Any provision of the Original Agreement not expressly amended by this Agreement remains in full force and effect.

2.2 Replace Section: The parties hereby amend Section of the Original Agreement to read in its entirety as follows:

2.3 Supplemental Amendments: The parties further agree to amend the Original Agreement by inserting the following paragraph(s) immediately following Section :

3. EFFECT OF AMENDMENT

3.1 The amendments set forth in this Agreement shall become effective as of the Amendment Effective Date and shall be deemed part of, and incorporated into, the Original Agreement.

3.2 Except as expressly modified by this Agreement, all rights, obligations, warranties and remedies under the Original Agreement shall remain unchanged and in full force and effect.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each party represents and warrants to the other that: (a) it has the full corporate or individual power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement and the performance of its obligations do not and will not violate any law, contract, judgment, or other obligation binding on such party; and (c) this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

5. CONSIDERATION

5.1 As consideration for the amendments set forth herein, the parties acknowledge that good and valuable consideration has been received. If monetary consideration is provided, identify amount: .

6. TERM AND TERMINATION

6.1 The term of the Original Agreement, as amended by this Agreement, shall continue in accordance with the terms set forth therein unless and until terminated in accordance with the Original Agreement.

6.2 Termination rights conferred by the Original Agreement are not expanded or limited by this Amendment except to the extent expressly provided in the amended provisions above.

7. COVENANTS

7.1 Each party covenants to perform and observe all obligations and duties required of it under the Original Agreement except as expressly modified herein. Each party further covenants that it will execute such further documents and take such further action as may be reasonably necessary to effectuate the amendments set forth in this Agreement.

8. NOTICES

8.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the parties at their respective addresses set forth below or at such other addresses as a party may designate by written notice to the other party.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles that would apply another jurisdiction's law.

10. ENTIRE AGREEMENT

This Agreement, together with the Original Agreement as amended hereby, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties relating to such subject matter.

11. SEVERABILITY

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

12. AMENDMENTS; WAIVER

12.1 No amendment to this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver, and no waiver shall be a waiver of any subsequent breach.

13. COUNTERPARTS

This Agreement may be executed in counterparts, each of which when executed and delivered shall be an original, but all such counterparts together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

14. MISCELLANEOUS

14.1 Headings are for convenience only and shall not affect the interpretation of this Agreement. The parties acknowledge that they have had the opportunity to review this Agreement with counsel.

14.2 The provisions of this Agreement are binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

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