AMENDMENT NO. 2
Exhibit 10.4
AMENDMENT NO. 2
This Amendment No. 2 is made, executed and delivered this 15th day of July, 2010 by Dollardex Corp., a Panama corporation (“Dollardex”), in favor of CelLynx Group, Inc., a Nevada corporation (“CelLynx”).
RECITALS
A. On or about April 21, 2010, Dollardex executed and delivered to CelLynx a Master Global Marketing and Distribution Agreement (the “Master Agreement”);
B. Dollardex and CelLynx executed and delivered Amendment No. 1 in order to amend and modify certain terms of the Master Agreement, as more fully set forth in that amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other consideration, the receipt and sufficiency of which is hereby acknowledged, Dollardex and CelLynx hereby agree to Amendment No. 2 superceding Amendment No. 1 as follows:
1. Dollardex will suspend funding of CelLynx pending a Technology and Business review performed and/or commissioned by a member of the Board of Directors of CelLynx. That review is intended to provide the CelLynx Board, and Dollardex with the following information prior to August 15, 2010.
(i) a detailed time line for the completion of the home unit , the line item costs associated with the development of that unit for the Americas and Canada.
(ii) a detailed and independent review of the problems or technical hurdles associated with the development of the home unit, i.e. uplink and downlink
(iii) the conditions of the manufacturer’s order and payment schedules as related to release of product.
(iv) a detailed use of funds to operate the business on a minimum basis considering necessary payments, employee requirements and negotiated payables.
(v) a re-assessment of the costs and time line required to produce the home unit for the global market.
(vi) a revised budget to be approved or modified by the Board and presented to Dollardex no later than August 15, 2010. In the meantime, the parties will operate from the ’90 day forecast’ provided by management on July 14, 2010 subject to modification by the Board of CelLynx.
2. Upon CelLynx Board approval of this amendment , the Board will appoint one of its members to conduct, supervise and commission a business and technology review and the Board will provide a Board Resolution authorizing that person to act on behalf of the Board in this endeavor and authorize all management and advisors,, past and present, to cooperate with this process .
(a) The funding specified in the Original Agreement will be provided and/or modified in accordance with the Board approved budget referred to in Section 2 (VI) above. The budget will be provided to Dollardex on or before August 15, 2010.
(b) The further consideration for the continued funding of the CelLynx Business Plan and Budget is that Dollardex will be and is hereby appointed as the independent and exclusive Distributor of the CelLynx products throughout the world including the United States under the same terms and conditions as referred to in the Master Global Marketing and Distribution Agreement.
Except as otherwise provided in this document, nothing shall affect or be construed to affect any of the terms or provisions of the Master Agreement nor impair the validity or enforceability thereof or any rights or powers which the parties now or hereafter may have under or by virtue thereof in case of any default or non-fulfillment of the terms of the Master Agreement by the parties, or otherwise.
Both CelLynx and Dollardex hereby specifically ratify and consent to each and every term of the Master Agreement and this amendment.
Unless expressly defined herein, any defined term used herein shall have the meaning established and set forth therefore in the Master Agreement.
DATED the day and year first written above.
| Dollardex Corp., a Panama corporation | |
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By: /s/ Xxxxx Xxxxx
Its: Chief Executive Officer
CelLynx Group, Inc., a Nevada corporation
By: /s/ Xxxxxx Xxxxxxx
Its: Chief Executive Officer
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