MTS INC
EXHIBIT 10.1
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<TYPE>EX-10.1
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<FILENAME>f83952exv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
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                                                                    Exhibit 10.1

                                 August 14, 2002

VIA FACSIMILE (+81-(0)3-3500-0108)

Vespasianus Co., Ltd.
Hibiya Dai-Bldg., 15th Floor
1-2-2 Uchisaiwai-cho, Chiyoda-ku
Tokyo, Japan 100-0011
Attention: Norimitsu Niwa

Ladies and Gentlemen:

               Reference is made to that certain Stock Purchase Agreement (the
"Purchase Agreement") dated as of April 11, 2002, between Valtona Holding B.V.
("Valtona") and MTS, Incorporated ("Seller"), as assigned by Valtona to
Vespasianus Co., Ltd. ("Purchaser") and amended pursuant to that certain
Assumption and Release Agreement dated as of May 10, 2002, among Seller, Valtona
and Purchaser, and as further amended pursuant to those certain letter
agreements dated May 21, 2002 and July 22, 2002, among Seller and Purchaser.
Capitalized terms used but not defined herein are used as defined in the
Purchase Agreement.

               Seller and Purchaser agree that Section 8.1(e) of the Purchase
Agreement is hereby amended and restated in its entirety as follows:

               "(e) By either Purchaser or Seller if the Closing shall not have
occurred on or prior to August 30, 2002, provided that such date shall be
postponed by no more than sixty (60) days by an involuntary bankruptcy of Seller
that is subsequently stayed or dismissed (as extended from time to time in
accordance herewith, the `Outside Date'); and provided further that the failure
of the Closing to occur on or before such date is not the result of the breach
of the covenants, agreements, representations or warranties of the party seeking
such termination."

               Except as expressly set forth herein, the Purchase Agreement
shall remain in full force and effect. This letter may be signed in one or more
counterparts all of which, when taken together, shall constitute one original.

                            [Signature page follows]

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                                      Sincerely,



                                      MTS, INCORPORATED




                                      By: /s/ DeVaughn Searson
                                          -------------------------
                                      Name: DeVaughn Searson
                                      Title: Chief  Financial Officer, Secretary

ACKNOWLEDGED AND AGREED:


VESPASIANUS CO., LTD.




By:  /s/ Norimitsu Niwa
     -----------------------
Name: Norimitsu Niwa
Title:  Director

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