EXHIBIT 10.10
RESTATEMENT AND
AMENDMENT TO CONSULTING AGREEMENT
THIS RESTATEMENT AND AMENDMENT TO CONSULTING AGREEMENT ("Amendment"), is
hereby made and entered into on the 25th day of August, 1999, by and among
TrueVision Laser Center of Albuquerque, Inc., a New Mexico corporation;
TrueVision International, Inc., a Delaware corporation, both with their
principal office location at 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxxxxx, Xxx Xxxxxx (collectively "TrueVision"), and RB&A, LLC, (formerly
known as RB&A, Inc.), or its assigns, with its address being at 0000 Xxxx
Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxx ("RB&A").
RECITALS
WHEREAS, TrueVision and RB&A previously entered in to a Consulting
Agreement dated February 09, 1998 (the "Consulting Agreement"), where RB&A
agreed to provide long term strategic planning, management consulting
services, and marketing and finance expertise; and
WHEREAS, TrueVision and the RB&A have negotiated certain changes in the
terms of the Consulting Agreement, and each party thereto has agreed to
change certain provisions of the Consulting Agreement by entering in to this
Restatement and Amendment.
NOW, THEREFORE, in consideration of the mutual covenants contained in
this Amendment, and other good and valuable consideration, the sufficiency
thereof is hereby acknowledged by these parties, TrueVision and RB&A agree as
follows:
1. SERVICES. RB&A has met all of the terms of the prior agreement and
nothing further is required.
2. COMPENSATION. The parties previously agreed to certain compensation
to be paid to RB&A as set forth in the Consulting Agreement. As of the date
of this Amendment, all such compensation has not been paid by TrueVision. By
entering in to this Amendment RB&A & TrueVision agrees that upon completion
of the following provisions the obligations of the Consulting Agreement will
thereby be cancelled: (i) RB&A agrees to sell back to TrueVision the options
described below; (ii), and in lieu of the options, RB&A agrees to be
compensated by TrueVision as follows, in accordance with this Amendment:
(a). RB&A agrees to sell to TrueVision and to surrender any and all
claims in which RB&A has or may have to receive 1,000,000 options to purchase
1,000,000 shares of common stock of TrueVision's parent corporation,
TrueVision International, Inc. ("TVI"), at a price of $.09 per share, in
consideration for the following:
(i). RB&A shall, on the date of execution of this Amendment, receive from
TVI, 20,000 shares of TVI common stock in trade to TVI for 20,000 of said
options;
(ii). RB&A shall, on the date of execution of this Amendment, receive a
cash payment of $31,800 as consideration for the sale to TVI of the balance
of said options.
RESTATEMENT & AMENDMENT TO CONSULTING AGREEMENT Page 2
(iii). Additionally, for a period of four months from and after the date
of this Amendment, and commencing on September 1, 1999, and continuing on the
first day of each month thereafter through and including December 1, 1999,
RB&A shall receive $6,000 each month for the four months following the date
of this Amendment.
3. ENTIRE AGREEMENT. This Amendment shall be in addition to the terms of
the original Consulting Agreement heretofore entered in to by these parties.
All provisions of the Consulting Agreement that are not in conflict with this
Amendment shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by its duly authorized officers, as of the day and year first above
written.
TRUEVISION LASER OF ALBUQUERQUE, INC. RB&A, LLC
By: /s/ Xxxx X. Xxxxx By: /s/ X. Xxxxx
---------------------------- --------------------------
Xxxx X. Xxxxx, President X. Xxxxx, Attorney-in-Fact
