Amendment to Lease Agreement and Waiver Letter
February 28, 2002
BPF Onroerend Goed Lease en Financieringen B.V.
PO Box 15 (PAC EB 5000)
3870 DA Hoevelaken
Modus Media International, B.V. (the “ Lessee ”) and BPF Onroerend Goed Lease en Financieringen B.V. (the “ Lessor ”)
entered into a lease agreement dated February 4, 2000 (the “ Lease ”) and the addendum dated October 18, 2001, and Modus
Media International, Inc. (“ MMI ”) executed a Corporate Guarantee to guarantee MMI BV’s obligations under the Lease (the “
Specifically, the Lessee is aware that it is not in compliance with certain obligations set forth in the Section entitled
“Shareholders’ Equity”. Although the Lessor has not sent the Lessee a notice of default pursuant to Section 11 of the Lease,
the Lessee has requested that the Lessor waive any rights or remedies it may have under the Lease and Under the Guarantee for
a period of six (6) months, through August 31, 2002 as set forth below.
In response to such request, the Lessor hereby agrees to waive the terms of the following provisions of the Lease and to
enter into necessary amendments to the Lease under the terms and conditions set forth herein. Capitalized terms which are not
otherwise defined herein shall have the same meaning herein as in the Lease.
Section 1. Waiver .
The Lessor hereby waives all rights and remedies, solely with respect to the non-compliance by the Lessee of its
obligations set forth in the Section entitled “Shareholders’ Equity” of the Lease, provided for in (i) Section 11 of the Lease,
(ii) the General Terms and Conditions of ABN AMRO Bank N.V. which are incorporated by reference in Section 15 of the Lease,
and (iii) the Guarantee. Such waiver shall be in effect from the date hereof until August 31, 2002 (the “ Waiver Period ”).
Section 2. Undertakings .
During the Waiver Period, the Lessee and MMI undertake the following obligat