EXHIBIT 10.5
AMENDMENT TO CONSULTING AGREEMENT
AMENDMENT TO CONSULTING AGREEMENT made as of August 15, 2001 to Consulting
Agreement dated as of May 1, 2001 (the "Consulting Agreement"), by and between
Madison Venture Capital II, Inc., a New York corporation with offices at 000
Xxxx 00xx Xxxxxx - 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("MVC"), RKP Capital
Partners, LLC, an Illinois limited liability company with offices at Xxx
Xxxxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxx 00000 ("RKP") and NovaCorp, LLC, an Illinois
limited liability company ("NCLLC) (MVC, RKP and NCLLC are hereinafter
collectively referred to as the "Consultant") on one hand and DFR Associates I,
Inc., a Delaware corporation with offices at 000 Xxxx 00xx Xxxxxx - 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000 (hereinafter referred to as the "Company") and Spent
Lamp Recycling Technology, an Illinois corporation with offices at 000 Xxxxx
Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (the "Subsidiary") on the other hand.
WHEREAS, the parties desire to amend the Consulting Agreement to provide
the services hereinafter set forth to the Company and the Subsidiary shall be
rendered during the five year six month period commencing on May 1, 2001 and
ending on October 30, 2006 rather than during the five year period commencing
May 1, 2001 and ending on April 30, 2006 at the rate of compensation set forth
herein, but the obligation to pay consutling fees shall be suspended during the
period September 1, 2001 to February 28, 2002.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained and the acts herein described, it is agreed between the parties
as follows:
1. The Consulting Agreement is amended to provide that the Company
hereby engages and retains Consultant and Consultant hereby agrees to render
services and advice to the Company, for a five (5) year six (6) month period
commencing May 1, 2001 and ending October 31, 2006.
2. The obligation of the Company to pay regular monthly fees to
the Consultant during the period September 1, 2001 to February 28, 2002 is
suspended. The Consultant shall serve during such six month period
notwithstanding the fact that it is not without receiving any monthly fees.
3 This Amendment to the Consulting Agreement may only be changed
by an instrument in writing executed by the parties hereto. This Amendment to
the Consulting Agreement shall be governed by the laws of the State of New York
as they are applied to contracts to be performed entirely within the State of
New York.
4 Except as specifically amended hereby the Consulting Agreement
shall remain in full force and effect as though set forth herein in haec verba.
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5. This instrument and the Consulting Agreement contain the entire
agreement of the parties. This Agreement shall be binding upon the parties
hereto, their successors and assigns. There are no representations or
warranties other than as contained herein, and there shall not be any liability
to Consultant for any services rendered to the Company pursuant to the terms of
this Agreement. No waiver or modification hereof shall be valid unless executed
in writing with the same formalities as this Agreement. Waiver of the breach of
any term or condition of this Agreement shall not be deemed a waiver of any
other of subsequent breach, whether of like or of a different nature.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
signed and their respective seals to be hereunto affixed the day and year first
above written.
Madison Venture Capital II, Inc.
By:
Xx. Xxxxxx Xxxxxxxx, President
RKP Capital Partners, LLC
By:
Xxxxxx X. Xxxxx
NovaCorp, LLC
By:
Xxxxx Xxxxxxx Xxxxxxxx, President
D.F.R Associates I, Inc.
By:
Xxxxxxxx X. Xxxxx, President
Spent Lamp Recycling Technology, Inc.
By:
Xxxxxxxx X. Xxxxx, President
