EXHIBIT 10.62
SMA & VCSY AMENDMENTS
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This memorandum of agreement, dated, January 15, 2002, shall confirm and amend
the following terms with respect to Vertical Computer Systems ("VCSY") and
Strategic Media Alliance ("SMA") in connection with the consulting agreement for
SMA services and their joint interests in the WorldBridge Webcasting LLC
("WorldBridge"):
1. VCSY's interest in WorldBridge shall be eliminated and VCSY's capital
contribution of $150,000 shall be credited to its account with SMA in that
amount, subject to a deduction of $60,000 for sums currently due to SMA under
the consulting agreement. VCSY shall have no further payment or capital
contribution obligations of any kind with regard to WorldBridge.
2. Pursuant to the consulting agreement between VCSY and SMA, SMA will continue
to provide first class services to VCSY for the months of February through
December of 2002 for the $90,000 on account with SMA which shall be deducted
from VCSY's account on a pro-rata basis. In addition to the services set forth
in paragraph 2 of the consulting agreement between VCSY and SMA, SMA shall
prepare press releases when requested by VCSY. SMA shall use its best efforts to
introduce VCSY to SMA's clients. SMA shall provide all services in a timely
manner. SMA shall continue to be reimbursed for any out-of pocket expenses that
have prior approval in writing by VCSY. In lieu of the options set forth in
Paragraph 6 (B) SMA shall be entitled to receive warrants, beginning in February
2002, equal to $5000 per month based upon the following calculation- the closing
price of the previous average five days of VCSY's per share price before the
first trading day of the month plus $0.01 divided into $5000, giving the amounts
of warrants at a strike price of the previous average five day closing price.
Except as specifically set forth herein, VCSY shall have no other payment
obligations to SMA.
The parties hereby accept the terms set forth herein on the date first set forth
above.
ACCEPTED AND AGREED:
"VCSY"
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Xxxxxxx Xxxx, President
Vertical Computer Systems, Inc.
"SMA"
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Xxxxx Xxxxxx, President
Strategic Media Alliance, Inc.
