AMENDMENT TO CONSULTING AGREEMENT
This Amendment (the "Amendment") to the Consulting Agreement by and between
Interactive Ideas Consulting Group, Inc. ("I2Net") and its principal
shareholder, Xxxx Xxxxxxx (collectively referred to as "Consultant"), and Ohana
Enterprises ("Ohana") and its subsidiary Visual Interviews ("Visual")
(collectively referred to as the "Company"), dated October 11, 2003, is made as
of January 2, 2004.
WITNESSETH
WHEREAS, the Consultant and Ohana and Visual desire to amend the
aforementioned agreement; and
WHEREAS, the Ohana and Visual have utilized and will continue to
require technology services relating to product design specifications, product
development and deployment planning; and
WHEREAS, Consultant has met all milestones under said agreement; and
WHEREAS, Ohana and Visual wishes to compensate Consultant for providing
these consulting services to Ohana and Visual;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
Ohana hereby agrees to register the balance of the remaining 500,000 of
shares, as issued in accordance with the Agreement, under a Form S-8
registration statement.
In connection with the issuance of common stock, Consultant represents
and warrants to the Company: (a) that he is acquiring the common stock for his
own account, and not on behalf of any other, for long-term investment and not
with a view to immediately re-sell the common stock; (b) no other person or
entity will have any direct or indirect beneficial interest in, or right to, the
common stock.; (c) Consultant or his agents or investment advisors, (i) have
such knowledge and experience in financial and business matters that will enable
Consultant to utilize the information made available to it in connection with
the purchase of the common stock to evaluate the merits and risks thereof and to
make an informed investment decision and (ii) is able, without impairing its
financial condition, to hold such common stock for an indefinite period of time
and to bear the economic risks of, and withstand a complete loss of, such
investment; (d) Consultant acknowledges that the common stock has not been
registered under the Securities Act, or qualified under any applicable state
securities laws, in reliance, in part, on my representations, warranties and
agreements made herein; and (e) that other than the rights specifically set
forth in this Agreement, the Company and the officers of the Company are under
no obligation to register or qualify the common stock under the Act or under any
state securities law, or to assist the undersigned in complying with any
exemption from registration and qualification.
Modification: Collectively, the Agreement and this Amendment
set forth the entire understanding of the parties with respect to the subject
matter hereof, and may be amended only in a writing signed by both parties.
This Amendment becomes effective upon signature of all parties and all
shares shall be granted and issued as per the aforementioned schedules subject
to the resolution of Ohana's pending litigation with Xxxxxx Consulting.
IN WITNESS WHEREOF, this Amendment has been executed by the parties as
of the date first above written.
COMPANY: CONSULTANT:
OHANA ENTERPRISES, INC. INTERACTIVE IDEAS CONSULTING GROUP
By:/s/______________________________ By:/s/___________________________
Xxxxxxxxx Xxxxxxxx Xxxx Xxxxxxx
CFO President
Date:_____________________________ Date:________________________
COMPANY:
VISUAL INTERVIEWS, INC.
By:/s/______________________________
Xxxxxxxxx Xxxxxxxx
CFO
Date:_____________________________
