SPECIAL OFFER AMENDMENT #1

This Special Offer Amendment #1 (“Amendment #1”) is to the Distribution Agreement (the “Agreement”) that governs the purchase and distribution of a certain double-LED dental examination light as provided by ONVI III, LLC (“ONVI”).  This Amendment #1 is entered into by and between ONVI and the licensed dental business (whether a natural person or a legal entity for whom such natural person is an agent) who has agreed to this Amendment #1 by clicking the “AGREE” button at the bottom of the Agreement (“You,” “Your” or “Yours”).

1. One-Time / Limited Time Offer. You and ONVI understand and agree that the terms of this Amendment #1 are a one-time / limited time offer by ONVI, and will be available to only a limited number of licensed dental businesses that are accepted by ONVI.  Either party may terminate this Amendment #1 upon sixty (60) days’ notice, and You should have no expectation that this Amendment #1 will continue for any particular fixed period.
2. Terms of Offer.  The following offer contained in this Amendment #1 may be withdrawn by ONVI upon notice:

2.1 Platinum and Diamond Level Sales.  If You are at the Platinum Level or the Diamond Level, this Subsection 2.1 (“Platinum and Diamond Level Sales”) applies to You and Your purchase of personal oral hygiene Motsy Lights (“Eligible Motsy Lights”).

159. Platinum Level. If You are at the Platinum Level, and You purchase from ONVI and pay for two (2) Eligible Motsy Lights for ninety-nine dollars ($99.00) each (plus shipping and taxes), ONVI will make available for You ten (10) additional Eligible Motsy Lights for no additional charge.  ONVI will fulfill any sales You make of such additional Eligible Motsy Lights from the Website in a manner substantially similar to that described in Subsection 2.4 (“Motsy Light Purchase and Delivery to Patients”) of the Agreement at a price of ninety-nine dollars ($99.00).  ONVI will pay You:  (I) ten dollars ($10.00) for each such fulfilled sale of each Eligible Motsy Light; and (ii) where ONVI has fulfilled more than twenty (20) Eligible Motsy Light sales on Your behalf within twelve (12) months under this Amendment #1, an additional retroactive payment of ten dollars ($10.00) for each such fulfilled sale.  All payments by ONVI shall be made promptly following receipt of the corresponding purchase price by ONVI and will occur monthly. Future payments will be at $20 per unit sold until the twelve month period has expired.

159. Diamond Level. If You are at the Diamond Level, and You purchase from ONVI and pay for four (4) Eligible Motsy Lights for ninety-nine dollars ($99.00) each (plus shipping and taxes), ONVI will make available for You twenty (20) additional Eligible Motsy Lights for no additional charge.  ONVI will fulfill any sales You make of such additional Eligible Motsy Lights from the Website in a manner substantially similar to that described in Subsection 2.4 (“Motsy Light Purchase and Delivery to Patients”) of the Agreement at a price of ninety-nine dollars ($99.00). ONVI will pay You:  (i) fifteen dollars ($15.00) for each such fulfilled sale of each Eligible Motsy Light; and (ii) where ONVI has fulfilled more than twenty (20) Eligible Motsy Light sales on Your behalf under this Amendment #1, an additional retroactive payment of ten dollars ($10.00) for each such fulfilled sale.  All payments by ONVI shall be made promptly following receipt of the corresponding purchase price by ONVI and will occur monthly. Future payments will be at a $25 per unit sold until sold until the twelve-month period has expired.

2.3 Restocking.  ONVI shall promptly replace all Eligible Motsy Lights sold through the Website as inventory for future sales.  For the elimination of doubt, only Eligible Motsy Lights sold directly on the Website will be eligible for receive the foregoing twenty dollar ($20.00) payment or twenty-five dollar ($25.00) payment as described in Subsection 2.1(A) (“Platinum Level”) and Subsection 2.2(B) (“Diamond Level”) above.

3. Training. ONVI shall make available to You and the staff of Your office, at time and upon dates that are mutually acceptable, a videoconference training session of approximately thirty (30) to sixty (60) minutes during which ONVI will provide instruction regarding correct use of Motsy Lights, and will answer questions regarding same.
4. Brushes. You may purchase from ONVI standard Motsy Light brushes or children’s Motsy Light brushes for two dollars ($2.00) each (plus shipping and taxes).  You may sell such brushes as You see fit, but ONVI encourages You to give away such brushes as promotional items to Patients at recall.
5. First Look. ONVI may from time to time make available to You certain information regarding future products and technologies that ONVI is developing and may make available for sale.  You will have no obligation to receive such information, but if You do agree, ONVI may require You to enter into a non-disclosure agreement with respect to such information, and ONVI will be free to use and disclose any ideas or feedback You provide.

ALL OTHER TERMS OF THE AGREEMENT SHALL REMAIN AS WRITTEN EXCEPT AS OTHERWISE EXPRESSLY MODIFIED BY THIS AMENDMENT #1