FIRST AMENDMENT TO AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT (this "Amendment") is made as of July
14, 2005, by and between Science Dynamics Corporation, with an address at 0000
Xxxxx Xxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx, 00000 ("SciDyn"), Calabash Consultancy
Ltd., with an address at Delta Suite, Commercial House, Commercial Street, St
Helier. Jersey. C.I. JEI 5TL ("Calabash") and Xxxx Xxxxxxxxx with an address at
Le Virage, La Xxxxx xx Xxxxxx Xxxxx, Xx. Xxxx, Xxxxxx XX0 0XX ("Bashforth").
W I T N E S S E T H:
WHEREAS, SciDyn and Calabash entered into an agreement dated January 1,
2005, providing for the provision of certain consulting services by Calabash to
SciDyn (the "Consulting Agreement"). A true and correct copy of the Consulting
Agreement is attached hereto as Exhibit A.
WHEREAS, the parties hereto wish to terminate the Consulting Agreement, as
set forth herein.
NOW THEREFORE, in consideration of the mutual premises set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Incorporation of Recitals; Definitions. The foregoing recitals are
incorporated herein as a substantive part of this Amendment. Capitalized terms
not otherwise defined herein shall have the meaning given such terms in the
Consulting Agreement.
2. Termination. Except as specifically set forth herein, the Consulting
Agreement is hereby terminated as of March 31, 2005, and all provisions
contained therein are hereby null, void and of no effect.
3. Warrants and Options. Notwithstanding the foregoing Section 2 hereof,
the six million (6,000,000) seven (7) year warrants to purchase common stock of
SciDyn at a strike price of $0.10 (the "Warrants") and the two million
(2,000,000) options to purchase common stock of SciDyn at a price of $0.05 (the
"Options"), both of which were granted to Calabash in Section 5 of the
Consulting Agreement, shall remain in full force and effect except as follows:
a. the right to exercise the Warrants shall commence on March 31, 2006
(the "Exercise Date") without any right to exercise the Warrants
prior to the Exercise Date, and
b. the right to exercise the Options shall expire March 31, 2008.
1
4. Compensation. Calabash is owed $125,000 pursuant to the Consulting
Agreement (the "Consulting Fee"), and no other additional amounts shall be due
from SciDyn to either Calabash or Bashforth under the Consulting Agreement or
pursuant to any other prior arrangement. The Consulting Fee shall be due and
payable to Calabash upon the earlier of (i) SciDyn raising $1,000,000 in new
equity, or (ii) March 31, 2006.
5. Release of Certain Claims
a. Calabash and Bashforth, for themselves, their beneficiaries,
heirs, successors and assigns IRREVOCABLY AND UNCONDITIONALLY RELEASE, ACQUIT,
AND FOREVER DISCHARGE SciDyn, its affiliates and their respective current and
former parents, subsidiaries, affiliates, and related corporations, firms,
associations, partnerships and limited liability companies, their successors and
assigns, and the current and former owners, shareholders, directors, officers,
employees, agents, attorneys, representatives, partners, members, and insurers
of said corporations, firms, associations, partnerships, limited liability
companies, and entities, and their successors, assigns, heirs, executors, and
administrators (hereinafter collectively in this subparagraph referred to as the
"Releasees") from any and all claims, complaints, grievances, liabilities,
obligations, promises, agreements, damages, causes of action, rights, debts,
demands, controversies, costs, losses, and expenses (including attorneys' fees
and expenses) pertaining to or arising out of the Consulting Agreement or the
termination thereof or the relationship between Bashforth and SciDyn arising in
connection therewith.
b. SciDyn, for itself and on behalf of its assigns and successors,
IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES
Calabash and Bashforth, their beneficiaries, heirs, successors and assigns
(hereinafter collectively referred to in this subparagraph as the "Releasees")
from any and all claims, complaints, grievances, liabilities, obligations,
promises, agreements, damages, causes of action, rights, debts, demands,
controversies, costs, losses and expenses (including attorneys' fees and
expenses) pertaining to or arising out of the Consulting Agreement or the
termination thereof or the relationship between Bashforth and SciDyn arising in
connection therewith.
6. Counterparts. This Amendment may be executed in multiple counterparts
each of which shall be deemed an original but together shall constitute one and
the same instrument. Each party has the right to rely upon a facsimile
counterpart of this Amendment signed by the other party to the same extent as if
such party received an original counterpart.
2
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
as of the date set forth above.
Science Dynamics Corporation
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Xxxx Xxxxxxx
Calabash Consultancy Ltd.
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Xxxx Xxxxxxxxx
3
