Amendment to Sales Contract

AMENDMENT TO SALES CONTRACT

This is an amendment to that certain Sales Contract dated December 31, 1998 (the "Sales Contract") by, and between ABC, Inc. ("Seller") and XYZ, Inc. ("Buyer").

WHEREAS, the parties wish to amend certain terms of the Sales Contract; and

WHEREAS, certain capitalized terms not otherwise defined herein are defined in the Sales Contract;

THEREFORE, the parties agree as follows:

1. Price Change. Section 2(a) of the Sales Contract is hereby amend to provide that the price for the Products shall, after the date hereof, be the price announced publicly from time to time by Seller, less a 10% discount.

2. Payment. The first sentence of Section 3 of the Sales Contract is deleted and replaced by the following sentence: "Payment in full for all Products shall be made by Buyer within 45 days of receipt of the applicable invoice from Seller."

3. Deletion. Section 9(b) of the contract is hereby deleted and is no longer applicable after the date hereof.

4. Payment. In consideration for the various accommodations made herein, Buyer shall pay to Seller the sum of $_______ simultaneously upon execution of this Amendment.

5. Entire Agreement. This Amendment, together with the Sales Contract, constitutes the final, complete and exclusive statement of the agreement between the parties pertaining to their subject matter and supersedes any and all prior and contemporaneous understandings or agreements of the parties.

6. Modification. This Amendment may be supplemented, amended or modified only by the mutual agreement of the parties. No supplement, modification or amendment of this Amendment shall be binding unless it is in writing and signed by both parties...