AMENDMENT TO CONSULTING AGREEMENT
AMENDMENT
TO CONSULTING AGREEMENT
Amendment,
dated as of August 4, 2006 by and between Accoona Corp., a Delaware corporation
(“Company”), and S.P.B.D. Consulting Corp., a New York corporation (“Consulting
Firm”)
W
I T N E S S E T H:
WHEREAS,
Company and Consulting Firm are parties to a Consulting Agreement dated as
of
November 1, 2004 (as amended to date, the “Consulting Agreement”);
and
WHEREAS,
the Consulting Agreement provides for the Services (as defined in the Consulting
Agreement) to be provided by Xxxxxx Xxxxxx (‘Consultant”) or such other persons
as Consulting Firm may designate.
NOW,
THEREFORE, in consideration of the foregoing premises and the covenants and
agreements herein contained and for other good and valuable consideration,
the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
intending to be legally bound, hereby agree as follows:
1. Section
4(a) of the Consulting Agreement is hereby amended and restated to read in
its
entirety as follows:
“(a) As
consideration for Consulting Firm’s agreement to enter into this Agreement and
rendering the Services, Company shall pay to Consulting Firm throughout the
Consulting Period a fee at the rate of $1,560,000 per year; provided, however,
such rate shall decrease to the rate of $780,000 per year effective January
1,
2007 (the “Consultant
Fee”);
such
fee payable generally in quarterly installments upon presentation of invoices
for the quarter.
2. In
the
event of any conflict between the terms of this Amendment and any prior
amendment to the Consulting Agreement, the terms of this Amendment shall
prevail. Without limiting the foregoing, the provisions in the amendment(s)
to
the Consulting Agreement identifying particular Advisors and the amounts to
be
paid for their services are null and void.
3. Except
as
specifically amended hereby, the Consulting Agreement shall continue in full
force and effect unmodified and the parties hereby reaffirm the
same.
IN
WITNESS WHEREOF, this Amendment has been executed by and on behalf of the
parties hereto to become effective as of the day and year first above written.
| ACCOONA CORP. | ||
| |
|
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| By: | /s/ Xxxxxx X. Xxxxxx | |
|
Xxxxxx X. Xxxxxx Chief Executive Officer |
||
| S.P.B.D. CONSULTING CORP. | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxx | |
|
Xxxxxx Xxxxxx Chief Executive Officer |
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