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Taurus Global, LLC
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EXHIBIT 10.59
January 8, 2002
Mr. Xxxxxxx Xxxx
President
Vertical Computer Systems, Inc.
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Re: Extension of Consulting Agreement
Dear Xxxxxxx,
This is to confirm our agreement to extend the Consulting Agreement between us
dated July 11, 2001 ("Agreement") for an additional 6 month term, commencing as
of today's date. All terms of the agreement are hereby incorporated and modified
only to the extent as set forth below.
1. Compensation shall be $12,300 per month paid quarterly in advance.
At the option of VCSY, this fee may be payable in shares of S8
common stock of the company valued at 95% of the average closing
price for the 3 trading days prior to issuance (the "S8 Shares").
Additionally, VCSY shall issue Consultant 100,000 warrants on the
same terms and conditions as in the Agreement.
2. To the extent that the sale of the above stock compensation during
the term of the extension results in greater than a 20% profit or
loss than the above monthly fee, VCSY shall recapture the excess
profit or loss and the adjusted payment shall be made by the
appropriate party at the end of the extension period. VCSY's
payment, if any, may be made in S8 Shares at VCSY's option. If the
Consultant has not sold the stock as of the end of the extension
period, that stock will be deemed sold as of that date. Consultant
will not sell any stock during the initial 45 days of this
Agreement and Consultant will sell all of the S8 Shares in an
orderly and non-disruptive manner. If, during the course of the
sale of S8 Shares, Consultant has reached a 20% profit above the
total fees due for the current quarter, Consultant shall return any
excess S8 Shares to VCSY. In the event that VCSY issues Consultant
stock pursuant to an S8 registration, Consultant agrees that VCSY
shall have the right to buy back those S8 Shares that have not been
sold at the same price that those S8 Shares were originally issued
upon payment of any outstanding amounts of consulting fees that
have accrued. Consultant shall report to VCSY the results of the
sale of the S8 Shares, if any, during the extended term with
supporting documentation.
0000 Xxxxxxxx Xxxx., Xxxxx 0000, | Xxx Xxxxxxx, Xx 00000
| Ph. (000) 000-0000 | Fax (000) 000-0000
Email: xxxxxxxxxxx@xxxxxxxxxxx.xxx
New York |Los Angeles
3. VCSY may obtain through Consultant the services of Xxxx Xxxxxxx for
design and implementation of appropriate financial systems and
personnel for $10,000, payable in S8 stock at VCSY's option. Terms
of payment and scope of services shall be agreed at the time of
initiation of services.
Looking forward to assisting you in realizing the full potential of VCSY.
Vertical Computer Systems, Inc. Taurus Global, LLC
By: By:
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Xxxxxxx Xxxx Xxxxxx Xxxxxxxxxxx
President Manager
