Third Amendment To Agreement For Strategic Alliance

Exhibit 10.27


THIRD AMENDMENT TO AGREEMENT FOR

STRATEGIC ALLIANCE


This Third Amendment (the " Amendment" ) to the Agreement for Strategic Alliance by and between Midas International Corporation, a Delaware corporation (" Midas" ) and Magneti Marelli Services S.p.A., an entity organized under the laws of Italy (" MMS" ), dated as of October 1, 1998, as amended (the " Agreement" ), is entered into on September , 2004 by and between Midas and MMS.

WHEREAS, Midas and MMS are parties to the Agreement and a License Agreement, dated October 30, 1998, as amended (the " License Agreement" ); and


WHEREAS, Norauto S.A., an entity organized under the laws of France, (" Norauto" ) and Magneti Marelli Holding S.p.A., an entity organized under the laws of Italy (" MMH" ) have entered into a Share Purchase Agreement, dated as of July 29, 2004, whereby Norauto has purchased all the outstanding shares of MMS (the " Transaction" ); and

WHEREAS, MMS and Midas, pursuant to Article IV, Section 7 of the Agreement, desire to amend the Agreement by entering into this Amendment.

Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Agreement or the License Agreement.


NOW, THEREFORE, in consideration of the premises and mutual covenants of the parties set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ...