Exhibit 10.9
AMENDMENT TO CONSULTING SERVICES CONTRACT
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This Amendment to Consulting Services Contract ("Amendment") is entered into
this 1st day of April, 1999, by and between CPC OF AMERICA, INC., a Nevada
corporation (the "Company"), and the CTM GROUP, INC., a Nevada corporation
("Consultant").
R E C I T A L S
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WHEREAS, Consultant is engaged by the Company as a consultant pursuant to a
Consulting Services Contract dated April 23, 1998 (the "Consultant Contract").
WHEREAS, the Company and Consultant desire to amend certain provisions of the
Consultant Contract relating to Consultant's compensation.
A G R E E M E N T
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NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and in the Consultant Contract, the parties agree as follows:
1. Paragraph 3(a) of the Consultant Contract is hereby amended to read in its
entirety as follows:
"Consultant's fees for each year hereunder shall be $220,000.00 per year.
Thereafter during the Services Term, Consultant's fees shall be increased
each year by an amount equal to Consultant's fees for the previous year
multiplied by the percent change of the Consumer Price Index for all Urban
Consumers (the "CPI") (published by the Bureau of Labor Statistics, United
States Department of Labor) during the immediately preceding calendar year.
For example, if the percent change in the CPI from 1% to 11% were 10%,
Consultant's fees for the second year hereunder would be $242,000.00. Fee
increases shall not exceed 10% per year. Consultant's fees shall be
payable within (10) ten days following receipt of invoice. In addition,
Consultant shall receive a bonus. The bonus paid to Consultant shall be
determined by the compensation committee as an annual plan to be determined
each year as a percentage of the monthly net operating income of the
Company pursuant to internally created financials of the Company, payable
beginning no later than sixty (60) days after the end of each year, quarter
and/or month subject to the compensation committee plan during the term
hereunder. The Consultant shall be entitled to participate in any key
management bonus or incentive compensation program including, but not
limited to stock options and warrants, instituted by the Board of Directors
of the Company, in the sole discretion of the Board of Directors. The fees
and bonus payments hereunder shall be subject to withholding and any other
applicable tax law."
2. Except as amended by this Amendment, the form, terms and conditions of the
Consultant Contract remain in full force and effect in accordance with its
terms.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day
and year first above written.
"The Company"
CPC OF AMERICA, INC.
a Nevada corporation
By:/s/ Xxx X. Xxxxxxx
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Xxx X Xxxxxxx,
President and Chief Executive Officer
"Consultant"
CTM GROUP, INC.,
a Nevada corporation
By: /s/ Xxxxxxx Shabty
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Xxxxxxx Shabty, President
