Exhibit 10.2
AMENDMENT NO. 2 TO CONSULTING AGREEMENT
This Amendment No. 2 (this "Amendment") to Consulting Agreement is
entered into as of the 1st day of August, 1998, between INFONAUTICS, INC., a
Pennsylvania corporation formerly known as Infonautics Corporation (the
"Corporation"), and XXXXXX XXXXXX ("Xxxxxx").
WHEREAS, the parties entered into a Consulting Agreement effective as
of July 1, 1994 that was amended by Amendment No. 1 thereto effective as of
August 1, 1996 (the "Agreement");
WHEREAS, the parties desire to amend the Agreement effective as of
August 1, 1998 to provide that the consulting fee shall be payable semiannually
in shares of the Corporation's Class A Common Stock and to amend the termination
provisions of the Agreement on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and intending to be legally bound hereby, the parties agree as follows:
1. Paragraph 2 of the Agreement is hereby amended and restated to read
in its entirety as follows:
"2. COMPENSATION. In consideration of the consulting services
rendered by Melman to the Corporation hereunder, the Corporation shall
pay to Melman a consulting fee equal to that number of shares (rounded
to the nearest whole share) of Class A Common Stock that is calculated
by dividing $18,000 by the Fair Market Value of the Corporation's
Class A Common Stock on the applicable Determination Date (each as
hereinafter defined), regardless of whether the Corporation requires
Melman to perform any specific consulting services during the
applicable semiannual period. The consulting fee shall be payable
semiannually, commencing January 31, 1998 (the initial Determination
Date). The consulting fee is the entire compensation to which Melman
is entitled for
performance of the consulting services under this Agreement. For
purpose of this Agreement, if the Corporation's Class A Common Stock
is traded in a public market "Fair Market Value" shall mean, if the
principal trading market for the Corporation's Class A Common Stock is
a national securities exchange or the National Market segment of The
Nasdaq Stock Market, the last reported sale price thereof on the
Determination Date or (if there were no trades on the date) the latest
preceding date upon which a sale was reported, or, if the
Corporation's Class A Common Stock is not principally traded on such
exchange or market, the mean between the last reported "bid" and
"asked" prices thereof on the Determination Date, as reported on
Nasdaq or, if not so reported, as reported by the National Daily
Quotation Bureau, Inc. or as reported in a customary financial
reporting service, as applicable and as the Board of Directors or a
Committee thereof determines. For purposes of this Agreement, if the
Corporation's Class A Common Stock is not traded in a public market or
subject to reported transactions or "bid" or "ask" quotations as set
forth above "Fair Market Value" shall be as determined by the Board of
Directors or a Committee thereof. For purpose of this Agreement, the
Determination Date shall be January 31 or July 31 for the semiannual
period following the rendering of consulting services by Melman.
2. Paragraph 7 of the Agreement is hereby amended and restated to read in
its entirety as follows:
"7. TERMINATION.
(a) Melman's engagement as a consultant to the Corporation
and the term of this Agreement shall commence on the date hereof and shall
continue until July 31, 2000. This Agreement may be renewed for successive
additional periods of one year each by mutual agreement of the parties at least
90 days prior to the expiration of the applicable period.
(b) This agreement and all of Melman's rights hereunder
shall terminate upon the death of Melman, and neither Melman nor his estate
shall have any further rights hereunder, except for any expense reimbursements
through the date of death."
3. All references to "this Agreement" in the Agreement shall refer to the
Agreement, as amended by this Amendment.
4. Except as amended hereby, the Agreement shall remain in full force and
effect. The parties ratify and confirm the Agreement as amended hereby.
IN WITNESS WHEREOF, the parties have executed this Amendment No.
2 on
the date first written above.
INFONAUTICS, INC.
By: /s/ Xxxxxx Xxxxxx
----------------------------- Xxxxxx Xxxxxx
Name:
Title:
