EXHIBIT 4.5
AMENDMENT NO. 9
TO
CONSULTING SERVICES AGREEMENT
THIS NINTH AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated April 4, 2005 (the
"Ninth Amendment"), is by and between Xxxxx Xxxxx of Xxxxxxxxxxx International
Investments, LLC (the "Consultant"), and NANNACO, Inc., a Texas corporation (the
"Client").
RECITALS
A. The Consultant and the Client entered into a Consulting Services
Agreement dated November 17, 2003, a copy of which is attached hereto as Exhibit
A (the "Agreement"), pursuant to which the Consultant agreed to provide certain
consulting services to the Client.
B. The Consultant and the Client entered into an Amendment No. 1 to
Consulting Services Agreement dated January 12, 2004, a copy of which is
attached hereto as Exhibit B (the "First Amendment"), pursuant to which the
Consultant agreed to provide certain consulting services to the Client.
C. The Consultant and the Client entered into an Amendment No. 2 to
Consulting Services Agreement dated February 18, 2004, a copy of which is
attached hereto as Exhibit C (the "Second Amendment"), pursuant to which the
Consultant agreed to provide certain consulting services to the Client.
D. The Consultant and the Client entered into an Amendment No. 3 to
Consulting Services Agreement dated March 15, 2004, a copy of which is attached
hereto as Exhibit D (the "Third Amendment"), pursuant to which the Consultant
agreed to provide certain consulting services to the Client.
E. The Consultant and the Client entered into an Amendment No. 4 to
Consulting Services Agreement dated April 9, 2004, a copy of which is attached
hereto as Exhibit E (the "Fourth Amendment"), pursuant to which the Consultant
agreed to provide certain consulting services to the Client.
F. The Consultant and the Client entered into an Amendment No. 5 to
Consulting Services Agreement dated May 6, 2004, a copy of which is attached
hereto as Exhibit F (the "Fifth Amendment"), pursuant to which the Consultant
agreed to provide certain consulting services to the Client.
G. The Consultant and the Client entered into an Amendment No. 6 to
Consulting Services Agreement dated October 20, 2004, a copy of which is
attached hereto as Exhibit G (the "Sixth Amendment"), pursuant to which the
Consultant agreed to provide certain consulting services to the Client.
H The Consultant and the Client entered into an Amendment No. 7 to
Consulting Services Agreement dated February 3, 2005 a copy of which is attached
hereto as Exhibit H (the "Seventh Amendment"), pursuant to which the Consultant
agreed to provide certain consulting services to the Client.
I The Consultant and the Client entered into an Amendment No. 8 to
Consulting Services Agreement dated March 3, 2005 a copy of which is attached
hereto as Exhibit I (the "Eighth Amendment"), pursuant to which the Consultant
agreed to provide certain consulting services to the Client.
J. Client and Consultant wish to amend Section 2 and Section 6 of the
Agreement to provide for additional consideration in exchange for additional
consulting services and to extend the term of the Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and the mutual
agreements, representations, warranties and covenants contained herein, and for
other good and valuable consideration the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
A. Section 2 of the Agreement shall be deleted in its entirety and is
hereby amended to read as follows:
"2. Consideration.
Client agrees to pay Consultant, as his fee and as
consideration for services provided, 12,500,000 shares of common stock of the
Client. By amendment dated January 12, 2004 Client agrees to pay Consultant an
additional 15,000,000 shares of common stock of the Client, which shares shall
be registered on Form S-8. By amendment dated February 18, 2004 Client agrees to
pay Consultant an additional 10,000,000 shares of common stock of the Client,
which shares shall be registered on Form S-8. By amendment dated March 15, 2004
Client agrees to pay Consultant an additional 15,000,000 shares of common stock
of the Client, which shares shall be registered on Form S-8. By amendment dated
April 9, 2004 Client agrees to pay Consultant an additional 15,000,000 shares of
common stock of the Client, which shares shall be registered on Form S-8. By
amendment dated May 6, 2004 Client agrees to pay Consultant an additional
25,000,000 shares of common stock of the Client, which shares shall be
registered on Form S-8. By amendment dated October 20, 2004 Client agrees to pay
Consultant an additional 25,000,000 shares of common stock of the Client, which
shares shall be registered on Form S-8. By amendment dated February 3, 2005
Client agrees to pay Consultant an additional 7,500,000 shares of common stock
of the Client, which shares shall be registered on Form S-8. By amendment dated
March 3, 2005 Client agrees to pay Consultant an additional 7,500,000 shares of
common stock of the Client, which shares shall be registered on Form S-8. By
amendment dated April 4, 2005 Client agrees to pay Consultant an additional
15,000,000 shares of common stock of the Client, which shares shall be
registered on Form S-8. Shares issued pursuant to this Eighth Amendment shall be
issued to Xxxxx Xxxxx, the natural person performing the consulting services for
Client through Consultant. All shares and certificates representing such shares
shall be subject to applicable SEC, federal, state (Blue sky) and local laws and
additional restrictions set forth herein."
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B. Section 6 of the Agreement shall be deleted in its entirety and is
hereby amended to read as follows:
"6. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date appearing above and
terminate one (1) year thereafter (the "Term"). Unless otherwise agreed upon in
writing by Consultant and Client or otherwise provided herein, any amendment to
this Agreement shall automatically have the effect of extending the Term of the
Agreement until the later of one hundred eighty (180) days following the
original Term or for an additional one hundred eighty (180) days following the
date of such amendment.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the set forth
above.
CLIENT:
NANNACO, INC.
By :
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Xxxxx Xxxxxxx - CEO
CONSULTANT:
XXXXX XXXXX
By:
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Name: Xxxxx Xxxxx
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