First Amendment to Financial Services and Business Development Consulting Agreement
Exhibit
10.94
First
Amendment to
Financial
Services and Business Development Consulting Agreement
This
First Amendment to Financial Services and Business Development Consulting
Agreement ("First Amendment") is entered into as of February 8, 2007, to be
effective as of January 1, 2007, by and among Dionysos Investments (1999) Ltd.,
an Israeli company ("Dionysos"), and Xfone, Inc., a Nevada corporation
("Client").
WHEREAS,
Dionysos and the Client entered into that certain Financial Services and
Business Development Consulting Agreement dated November 18, 2004 (the
"Consulting Agreement") and desire to amend Section 2 of the Consulting
Agreement pursuant to the recommendations of the Audit Committee of the Client
and the resolutions of its Board of Directors dated December 25, 2006, and
February 4, 2007.
NOW,
THEREFORE, in consideration of the foregoing recitals and other good and
valuable consideration, the parties do hereby agree as follows (capitalized
terms used herein have the same meaning as defined in the Consulting Agreement,
unless otherwise specified herein).
1. Amendment.
Section
2 of the Consulting Agreement is hereby amended in its entirety to read as
follows:
"Compensation.
(i) The
parties agree that Dionysos will be compensated by Client for the Services
provided to the Client in the amount of Eight Thousand British Sterling Pounds
(£8,000) per month, beginning on January 1, 2007; (ii) In addition, Client will
pay Dionysos a one time success fee in the amount of Ten Thousand British
Sterling Pounds (£10,000), for initiating, establishing and developing the
relationship between the Client and certain Israeli financial institutions
during fiscal years 2005-2006, relationships which resulted in significant
investments made by certain Israeli financial institutions; (iii) In addition,
Client will pay Dionysos a success fee for any future investments in the Client
made by Israeli investors during fiscal year 2007, provided such investments
were a direct or indirect result of the Services provided to the Client. The
success fee will be equal to 0.5% (half percent) of the gross proceeds of such
investments; (iv) In addition, Client will reimburse Dionysos, based on prior
approval by the Audit Committee of the Client, for expenses incurred on behalf
of the Client, which expenses will include travel, hotel, meals, courier, report
reproduction and other administrative costs when and where needed. Compensation
for any additional services provided by Dionysos for the Client shall be as
agreed by the parties.
The
parties agree that the abovementioned compensation will only apply to fiscal
year 2007, and then be reviewed and reconsidered by the Audit Committee and
Board of Directors of the Client in December 2007. In the event the Board of
Directors of the Client, exercising sole discretion, decides not to approve
the
abovementioned compensation for fiscal year 2008, Dionysos will have the option,
in its sole discretion, to terminate this Agreement, or continue and provide
the
Services in return for the same compensation which was paid to it in fiscal
years 2005-2006 (i.e. fee of £3,000 per month plus reimbursement of
expenses)."
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2. Ratification.
The
Consulting Agreement as amended hereby is ratified and affirmed, and except
as
expressly amended hereby, all other terms and provisions of the Consulting
Agreement remain unchanged and continue in full force and effect. Without
prejudice to the generality of the above, it is hereby declared that the Audit
Committee and Board of Directors of the Client approved the automatic renewal
of
the Term of the Consulting Agreement for an additional two-year period, ending
on December 31, 2008.
3. Execution.
This
First Amendment may be executed simultaneously in multiple counterparts, each
of
which will be deemed an original, but all of which together shall constitute
one
and the same instrument. The parties hereto agree to accept facsimile signatures
as an original signature.
Executed
as of the day and year first above written.
|
Dionysos
Investments (1999) Ltd.
|
Xfone,
Inc.
|
||
| /s/ Xxxx Xxxxxxxxx | /s/ Xxxxxxx Xxxxxx | ||
|
Xxxx Xxxxxxxxx |
Xxxxxxx Xxxxxx |
||
| Title: Managing Director | Title: Chairman of the Board |
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