AMENDMENT TO AGREEMENT
This Amendment to Agreement is entered into as of the 22nd day of August,
1997, between eSoft, Inc., a Colorado corporation, with its principal place of
business at 00000 X. Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (the
"Company") and Transition Partners, Ltd., a Colorado corporation, with its
principal place of business at 0000 Xxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000
(the "Consultant").
RECITALS
A. The Company and the Consultant entered into a letter agreement dated
October 14, 1996 (the "Original Engagement Letter") which was amended by a
letter agreement dated May 6, 1997 extending the term of the Original Engagement
Letter for an additional six months, to October 15, 1997 (the Original
Engagement Letter as so extended is hereinafter referred to as the "Agreement").
B. The Company and the Consultant desire to extend the Agreement to
provide for continued consultation by the Consultant and revised compensation
arrangements.
IT IS THEREFORE AGREED AS FOLLOWS:
1. Extension of Agreement. The Agreement is hereby amended as of the date
hereof, and shall continue pursuant to the terms of the Original Engagement
Letter as amended hereby, until May 21, 1998 (the "Consulting Period").
2. Consulting Services. During the consulting period, the Consultant shall
continue to provide services of the type described in the Original Engagement
Letter and as has been performed by the Consultant under the Agreement prior to
this date, and shall be reasonably available to respond to requests by the
Company for consultation and advice.
3. Compensation. In lieu of all compensation of any kind provided for
under the Agreement, and in satisfaction of all existing and future obligations
for compensation to the Consultant either for past services or for services
rendered hereafter pursuant to the Agreement or this Amendment to Agreement the
Company shall provide the following compensation to the Consultant:
(a) The Company shall pay to the Consultant concurrent with the
execution of this Agreement the sum of $20,500.
(b) Concurrent with the execution of this Agreement, the Company
shall deliver a promissory note in the amount of $41,000, bearing no interest
until due, payable March 31, 1998, or such later date that the Company completes
an initial public offering of its common stock, but no later than December 31,
1998, and bearing interest at the rate of 12% per annum after maturity. The
Company may, at its option, satisfy the note by delivery to the Consultant of
shares of common
stock, valued at the initial public offering price, equal to the face amount of
the note.
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(c) Concurrent with the execution of this Agreement, the Company
shall deliver a promissory note in the amount of $75,000, bearing no interest
until due, payable March 31, 1998, or such later date that the Company completes
an initial public offering of its common stock, and paying interest at the rate
of 12% per annum after maturity. The Company may, at its option, satisfy the
note by delivery to the Consultant of shares of common stock, valued at the
initial public offering price, equal to the face amount of the note.
4. Continuance of the Agreement. Except as provided herein, all terms of
the Agreement shall continue in effect until the end of the Consulting Period.
IN WITNESS WHEREOF, this Amendment to Agreement has been executed and
delivered as of the day and year first above set forth by duly authorized
officers of the Company and Consultant.
ESOFT, INC.
By /s/Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
TRANSITION PARTNERS, INC.
By /s/W. Xxxxxxxx Xxxxxxxx
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W. Xxxxxxxx Xxxxxxxx, President
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