ADDENDUM TO AMENDED AND RESTATED SERVICE CONTRACT
ADDENDUM
TO AMENDED AND RESTATED SERVICE CONTRACT
THIS
ADDENDUM
is
entered into on this 8th day of June, 2006, and is retroactively effective
as of
April 6, 2006 (the “Effective
Date”),
the
date that the Amended and Restated Service Contract (the “Agreement”)
was
entered into,
BETWEEN:
PUBLIC
COMPANY MANAGEMENT CORP. (“PCMC”),
for
itself and on behalf of its wholly-owned subsidiaries, XXXXXXXXXXXXX.XXX,
INC.
(“GPT”)
and
PUBLIC
COMPANY MANAGEMENT SERVICES, INC. (“PCMS”),
all
Nevada corporations with offices located at 0000 Xx Xxxxxx Xxxx, Xxx Xxxxx,
Xxxxxx 00000;
AND:
PRO
TRAVEL NETWORK, INC.,
a Nevada
corporation with an office located at 000 Xxxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxx,
Xxxxxxxxxx 00000; (“Client”);
The
Client, PCMC, GPT and PCMS are collectively referred to herein as the
“Parties”
and
each as a “Party”.
WHEREAS,
the
Agreement contained an error in Section 4 regarding the amount of shares to
be
issued to PCMS as Continuing Stock Compensation;
WHEREAS,
the
purpose of this Addendum is to correct the error in Section 4 of the
Agreement;
NOW,
THEREFORE,
in
consideration of the terms, conditions, agreements and covenants contained
herein and in the Agreement (the receipt and sufficiency of which are
acknowledged by each party), and in reliance upon the representations and
warranties contained in the Agreement, the Parties hereto agree as
follows:
Section
1. The
parties hereby agree that 375,000 shall replace 750,000 everywhere that 750,000
appears in Section 4 of the Agreement. The Client acknowledges that it has
paid
the Continuing Stock Compensation to PCMS in advance of the date on which PCMS
is to start providing services, which starting date is the date that the
Client’s pending registration statement on Form SB-2 is declared effective. PCMS
acknowledges that it has received the Continuing Stock Compensation and will
start providing services on such date.
Section
2.
The
Agreement and this Addendum represent the entire understanding and agreement
between the parties with respect to the subject matter thereof and hereof and
can be amended, supplemented or changed, and any provision hereof can be waived,
only by written instrument making specific reference to the Agreement and this
Addendum signed by the Parties thereto and hereto.
Section
3.
This
Addendum shall be binding upon the heirs, executors, administrators, successors
and permitted assigns of the parties hereto. Client shall not assign its rights
or delegate its duties under any term or condition set forth in this Addendum
without the prior written consent of GPT and PCMS.
Section
4.
In the
event an arbitration, mediation, suit or action is brought by any party under
this Addendum or the Agreement as modified by this Addendum to enforce any
of
their terms, or in any appeal therefrom, it is agreed that the prevailing party
shall be entitled to reasonable attorney’s fees to be fixed by the arbitrator,
mediator, trial court and/or appellate court.
Section
5.
If any
provision of this Addendum is held to be illegal, invalid or unenforceable
under
present or future laws effective during the term hereof, such provision shall
be
fully severable and this Addendum and the Agreement as modified by this Addendum
shall be construed and enforced as if such illegal, invalid or unenforceable
provision never comprised a part hereof; and the remaining provisions hereof
and
thereof shall remain in full force and effect and shall not be affected by
the
illegal, invalid or unenforceable provision or by its severance herefrom.
Furthermore, in lieu of such illegal, invalid and unenforceable provision,
there
shall be added automatically as part of this Addendum and the Agreement as
modified by this Addendum a provision as similar in nature in its terms to
such
illegal, invalid or unenforceable provision as may be legal, valid and
enforceable.
Section
6.
This
Addendum shall be governed by the laws of the State of Nevada, and the venue
for
the resolution of any dispute arising thereof shall be in Xxxxx County, State
of
Nevada.
Section
7.
This
Addendum may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and
the
same instrument. This Addendum may be executed by telecopied signatures with
the
same effect as original signatures.
IN
WITNESS WHEREOF,
the
undersigned have caused this Addendum to be duly executed as of the date first
above written.
Public
Company Management Corporation
|
By:
/s/
Xxxxxxx
Xxxxx
|
Xxxxxxx
Xxxxx, President
|
XxXxxxxxXxxxx.xxx
|
By:
/s/
Xxxxxxx
Xxxxx
|
Xxxxxxx
Xxxxx, President
|
Public
Company Management Services, Inc.
|
By:
/s/
Xxxxxxx
Xxxxx
|
Xxxxxxx
Xxxxx, President
|
By:
/s/
Xxxx
Xxxxxxxxx
|
Xxxx
Xxxxxxxxx, President
|