Amendment to Reseller Agreement Between Modem Media, Inc. and CentrPort, Inc. (Effective December 22, 2001)

Summary

This amendment updates the Reseller Agreement between Modem Media, Inc. and CentrPort, Inc. CentrPort waives its right to receive an unpaid amount from Modem. The definition of "Revenue" is expanded to include revenue from Interpublic Group and license fees. The amendment also revises the terms under which CentrPort can receive warrants to purchase Modem's stock, based on specific revenue milestones in 2002 and 2003. All other terms of the original agreement remain unchanged.

EX-10.15 6 dex1015.txt RESELLERS AGREEMENT DATED DECEMBER 22, 2000 Exhibit 10.15(a) February 22, 2002 Mr. Bill Zierolf President and CEO CentrPort, Inc. 450 Post Road East Westport, CT 06880 Re: Amendment to the Reseller Agreement dated December 22, 2000 between Modem Media, Inc. and CentrPort, LLC (the "Reseller Agreement") Dear Bill: This letter confirms our agreement to amend the Reseller Agreement as follows: 1. CentrPort agrees that Modem has no obligation to pay the Unpaid Amount to CentrPort and CentrPort waives any and all of its rights that it may have to receive the Unpaid Amount. 2. The term "Revenue" shall include (i) all Revenue recognized by Vendor in connection with Vendor's arrangements with Interpublic Group of Companies, Inc. ("IPG") or any of IPG's affiliates; and (ii) license fees. 3. Sections 3(h)(i) and 3(h)(ii) shall be deleted in their entirety and the following shall be substituted therefore: i. During 2002, if Vendor recognizes Warrant Revenue equal to $7.5 million, Vendor will issue Reseller warrants to purchase 587,406 shares of common stock of Vendor. Vendor will issue Reseller additional warrants to purchase 391,604 shares of common stock for every incremental $2.5 million of Warrant Revenue achieved above $7.5 million during 2002. All warrants issued pursuant to Section 3(h)(ii) shall be at an exercise price of $.90. ii. During 2003, if Vendor recognizes Warrant Revenue equal to $10 million, Vendor will issue Reseller warrants to purchase 587,406 shares of common stock of Vendor. Vendor will issue Reseller additional warrants to purchase 391,604 shares of common stock for every incremental $2.5 million of Warrant Revenue achieved above $10 million during 2003. All warrants issued pursuant to Section 3(h)(iii) shall be at an exercise price of $.90. 4. Except as set forth in this letter, all other terms and conditions of the Reseller Agreement shall remain in full force and effect. 5. All capitalized terms shall have their respective meanings as set forth in the Reseller Agreement. Sincerely, /s/ Marc Particelli Marc Particelli President and CEO AGREED AND ACCEPTED THIS 22nd DAY OF FEBRUARY, 2002 BUT EFFECTIVE AS OF DECEMBER 22, 2001 CENTRPORT, INC. Bill Zierolf By: /s/ Bill Zierolf Date: February 22, 2002