Exhibit 10.4
FIRST AMENDMENT TO CONSULTING AGREEMENT
This First Amendment to Consulting Agreement (the "Amendment") is executed
effective as of the 22nd day of February, 2000, by and between Autologous Wound
Therapy, Inc., a Delaware corporation ("AWT"), and The Xxxxxxxxx Group, a sole
proprietorship based in California and owned by Xxxxxx Xxxxxxxxx, an individual
and a resident of the State of California (collectively "Xxxxxxxxx").
WITNESSETH:
WHEREAS, as of January 12, 2000 AWT and Xxxxxxxxx entered into a
Consulting Agreement (the "Agreement"), a copy of which is attached hereto as
Exhibit 1; and
WHEREAS, AWT and Xxxxxxxxx wish to amend certain provisions of the
Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:
1. Xxxxxxxxx has introduced to AWT a potential senior management team led
by Xxx Xxxx of Xxxxxx International, Inc. (the "Xxxxxx Team"). AWT and the
Xxxxxx Team are presently in negotiations regarding the terms and conditions
upon which the Xxxxxx Team will join AWT. The Xxxxxx Team consists of Xxx Xxxx
and other persons from senior management at Xxxxxx International, Inc. or
persons who had previously served in senior management roles at Xxxxxx
International, Inc.
2. Upon Xxx Xxxx or other members of the Xxxxxx Team joining AWT as senior
management (the "New Management Event"), Xxxxxxxxx shall be deemed to have
earned and shall immediately receive the 150,000 options due Xxxxxxxxx pursuant
to paragraph 3(c)(ii)(A) of the Agreement.
3. Upon the New Management Event occurring Xxxxxxxxx shall be deemed to
have satisfied the performance objectives set forth in paragraph 5 of the
Agreement, such that the Agreement shall not be subject to termination prior to
the conclusion of its 36 month term.
4. If a total of two or more members of the Xxxxxx Team, and/or persons
acquainted with or proposed by the Xxxxxx Team, accept appointment to AWT's
board of directors, then Xxxxxxxxx shall be deemed to have earned and shall
immediately receive the 125,000 options due Xxxxxxxxx pursuant to paragraph
3(c)(ii)(B) of the Agreement, without regard to whether Xxxxxxxxx introduced
such persons to AWT.
5. If, on or after a New Management Event, a merger, sale, acquisition or
strategic alliance occurs, then in such event Xxxxxxxxx shall be deemed to have
carried and shall receive the compensation due Xxxxxxxxx pursuant to paragraph
3(e) of the Agreement, without regard to whether Xxxxxxxxx arranged such
transaction.
6. In all other respects the Agreement shall remain in full force and
effect. Any inconsistency between this Amendment and the Agreement shall be
resolved in favor of the terms of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the day and year aforesaid.
Autologous Wound Therapy, Inc,
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
The Xxxxxxxxx Group
By: /s/ illegible
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