Sample Business Contracts

License Agreement [Amendment No. 3] - Carnegie Mellon University and Coda Music Technology Inc.

                        Amendment #3 (August 28, 1996) to
        License Agreement between CMU and Coda Music Technology/Vivace

The License  Agreement made on June 10, 1992 between Carnegie Mellon  University
("CMU") and the LICENSEE Coda Music Technology Inc.  ("Coda",  formerly known as
Vivace,  Inc., the name of which was legally  changed to Coda Music  Technology,
Inc. on March 17, 1994), having its current principal office at 6210 Bury Drive,
Eden Prairie,  MN 55346-1718,  as first amended by the letter  agreement,  dated
November 12, 1993,  and further  amended by Amendment #2 dated May 12, 1994,  is
hereby  further  amended,  (the June 10, 1992 Agreement as modified by the three
amendments is referred to as the "License  Agreement") and the parties hereto do
hereby mutually covenant and agree as follows.

A. Intent and Purposes of this Amendment.

The general purposes and intent of this Amendment are :

1    To have the License  adjusted to changes and developments in technology and
     markets which have occurred  since the  conception of the original  License

2    To encourage and facilitate cooperation between Coda and CMU toward (1) the
     success of Coda and (2) the widest  possible  dissemination  and use of the
     CMU music technology subject to the License Agreement.

3    To simplify certain  provisions of the License  Agreement in order to avoid
     complicated,   time   consuming   and   potentially   costly   issues   and
     disagreements,  including  adaptation of certain definitions and provisions
     of the License Agreement; to accomplish these changes while maintaining the
     original intent of the parties.

B.   Royalties;  License Maintenance and Exclusivity Requirements.

Paragraph 4.1 of the License Agreement is hereby amended to read as follows :

  LICENSEE agrees to pay CMU Annual Royalties as follows :

   *   For calendar year 1996 -- $100,000 (one hundred thousand dollars)
   *   for 1997 -- $100,000 (one hundred thousand dollars);
   *   for 1998 -- $200,000 (two hundred thousand dollars);
   *   for each of the following years - 1999, 2000, 2001, 2002, 2003, 2004 -
       $300,000 (three hundred thousand dollars) per year;
   *   for the period from 1/1/2005 through 5/24/2005 -
       $150,000 (one hundred and fifty thousand dollars).


Annual  Royalties  shall be due and payable on the following  Due Dates,  in the
following Payment Increments :


                         March 31           June 30           Sept. 30          Dec. 31          (Annual Total)
                         --------           -------           --------          -------           -------------
   <S>                   <C>               <C>               <C>                <C>              <C>  
   1996                  0                  0                 $50,000           $50,000          $100,000

   1997                  $15,000            $15,000           $35,000           $35,000          $100,000

   1998                  $40,000            $40,000           $60,000           $60,000          $200,000

   1999 through
   2004                  $60,000            $60,000           $90,000           $90,000          $300,000

                                            May 31, 2005

   2005                  $75,000            $75,000                                              $150,000


Payment of the above specified Annual Royalty amounts on the specified Due Dates
shall  discharge  the  payment  obligations  of  LICENSEE  required  to keep the
exclusive licenses in effect as provided in Section 2.1 of the License Agreement
(as amended by Amendment #2,  Section  III,) subject to the other  provisions of
the License Agreement.

Paragraphs 4.2 and 4.3 of the License  Agreement and any amendments  thereto are

Any payments due from  LICENSEE to CMU for (1) CMU  Sub-license  Royalty  Splits
(per Section 2.5 of the License  Agreement),  (2) Future  Related CMU Technology
(Section 2.2 of the License  Agreement),  (3) any new license agreements between
CMU and LICENSEE,  (4) Penalty  Payments  (see Section C below),  and/or (5) any
reason other than Annual Royalties, shall be amounts due and payable by LICENSEE
to CMU in addition to the Annual Royalties specified herein.


C. CMU MusicTutor Products and Features.

LICENSEE has  presented to CMU its plans to introduce  two  Assessment  Products
and/or Features ("Assessment  Products") during 1997 calendar year,  tentatively
defined as the Intonation Trainer and The Rhythm Trainer;  LICENSEE reserves the
right to change these names in the event that  research  indicates  that another
name would enhance marketability. LICENSEE has requested, and CMU hereby agrees,
that meeting of the following  conditions will meet the Due Diligence  marketing
and sales performance  Requirements of Article III of the License Agreement with
regard to MusicTutor products ("Requirements") :

   Starting during the third quarter of 1997, both Assessment Products have been
   developed and  introduced to the market,  are included in LICENSEE's  product
   brochures  and  selling  programs,  and are  promoted in  LICENSEE's  general
   promotion programs, including LICENSEE's customer exhibits and presentations.

LICENSEE and CMU agree that,  in the event that  LICENSEE  should not meet these
Requirements,  LICENSEE  will pay CMU an annual  Penalty  Payment of $10,000 for
1997 and/or for each year of the remaining Term of the License  Agreement during
which such a deficiency  exists;  such Payments  shall be due at the end of each
such year.

D. Reports

In addition to the reporting  requirements of Article V (Reports and Records) of
the  License  Agreement,  LICENSEE  will report to CMU,  quarterly  and for each
calendar year -

   (1) total number of Licensed Products sold
   (2) number of each  Coda / Vivace  Assessment  product  sold - (a) as a
       separate  unit or module,  and/or (b) as a  built-in  component  or
       function of other Vivace / Coda products.

   Where classification is unclear,  LICENSEE will consult with CMU as to proper
   method of reporting.


E. Termination.

Paragraph  13.2 of the License  Agreement is hereby amended to read as follows :
Should  LICENSEE fail to pay amounts due for payment to CMU within  fourteen (14
days) after the date when due and payable hereunder, CMU shall have the right to
terminate this Agreement on thirty (30) days' written  notice,  unless  LICENSEE
pays CMU within  that  thirty  (30) day period all such  amounts  due.  Upon the
expiration of the thirty (30) day period,  if LICENSEE has not paid such amounts
due, the rights,  privileges  and License  granted to LICENSEE  shall  thereupon
terminate,  except as provided for in paragraph 13.6 of the License Agreement as
amended below.

Paragraph 13.5 of the License Agreement,  is hereby amended to read as follows :
LICENSEE may initiate or cause the Termination of the License  Agreement only as
of the end of a calendar year during the remaining Term of the license (with the
exception  of  the  last  period,   ending  5/24/2005)   ("Permitted   Effective
Termination Dates"),  with minimum required written Termination Notice to CMU to
be in accordance with the following schedule :

Latest date when Termination Notice must        Permitted Effecitve Dates for
be received by CMU, as related to               Termination initiated or
Permitted Effective Termination Dates           caused by LICENSEE

12/20/1996                                      12/31/1997
12/20/1997                                      12/31/1998
12/20/1998                                      12/31/1999
12/20/1999                                      12/31/2000
6/30/2000                                       12/31/2001
6/30/2001                                       12/31/2002
6/30/2002                                       12/31/2003
11/24/2003                                       5/24/2005


Paragraph  13.6 of the License  Agreement is hereby amended to read as follows :
Upon  Termination  of this  Agreement  for any reason,  nothing  herein shall be
construed to release either party from any obligation  that has matured prior to
the Effective Date of the  Termination.  LICENSEE and any  sub-licensee  thereof
may, however,  after the Effective Date of such  Termination,  sell all Licensed
Products and complete the  manufacture  and sale of all Licensed  Products which
were in LICENSEE's or sub-licensee's  physical  inventory or were in the process
of manufacture at the time of such Termination, provided that LICENSEE shall (1)
report to CMU a complete  listing of any such products with within 30 days after
such  Termination,  (2)  pay to CMU  any  Annual  Royalties  specified  in  this
Amendment for any calendar year during which such sales  occurred until all such
products have been sold,  (3) pay to CMU any remaining CMU  Sub-license  Royalty
Split amounts as provided for in Section 2.5 of the License  Agreement,  and (4)
submit to CMU the reports  required under the License  Agreement  until all such
sales have been completed.

F. Notices (General)

Article XIV is amended as follows :  The designated name and address for CMU
                                     shall be

   Benno A. Bernt, Director of Technology Transfer
   Carnegie Mellon University, Warner Hall 407
   5000 Forbes Avenue,
   Pittsburgh, PA 15213-3890
   Fax 412-268-7395

G. Other Provisions

Except as amended hereby, the License Agreement shall continue in full force and


IN WITNESS WHEREOF, the parties have executed this agreement, with the intention
of being legally bound, as of August 28, 1996.

Accepted and agreed to :

For Carnegie Mellon University                 For Coda Music Technology, Inc.

/s/ Benno A. Bernt                             /s/ Ron Raup
Benno A. Bernt,                                Ron Raup,
Director of Technology Transfer                President

9/22/96                                        9/9/96
Date                                           Date

/s/ Susan Burkett
Susan Burkett,
Associate Provost