EXHIBIT 10.42
CONSULTING AGREEMENT
AMENDMENT NUMBER 1
(NOTE: This Agreement Supersedes Original Agreement Attached)
This consulting agreement ("Agreement") is executed as of this 20th day of
October, 1999, by and between The RiceX Company, a Delaware corporation
("RiceX"), and JDK & Associates, Inc., a California corporation
("Consultant").
RECITALS
A. Consultant is experienced in providing public relations and
consulting services to corporations similar to RiceX.
B. RiceX desires to retain the services of Consultant on the
terms set forth below, and Consultant is willing to provide
such services on the terms set forth below.
NOW, THEREFORE, the parties agree as follows:
1. TERM. The term of this Agreement shall be for one (1)
year commencing on November 1, 1999 and ending on
October 31, 2000. Either party shall have the right
to terminate this Agreement upon sixty (60) days
advance written notice. The term of this Agreement
also may be extended by the mutual agreement of the
parties.
2. CONSULTING SERVICES. During the term of this
Agreement, Consultant shall provide the following
consulting services to RiceX:
a. Develop and deliver a clear, concise and
compelling investment story regarding RiceX
in order to attract and enlist long term
relationships for RiceX;
b. Expose the products and possibilities of
RiceX to the financial community and
generally provide a community awareness of
RiceX's activities to stimulate investor
interest;
c. Review and, where necessary, revise all of
RiceX's promotional materials, including,
but not limited to investment summaries,
news releases, article reprints, short
research reports and other direct mail
materials; and
d. Provide such other consulting advice and
services as reasonably requested by RiceX.
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3. COMPENSATION. As compensation for its services
rendered to RiceX hereunder, Consultant shall be
entitled to receive the following compensation:
a. Concurrent with the execution of this
Agreement, RiceX shall pay Consultant Twenty
Five Thousand Dollars ($25,000) in
reimbursement of its due diligence expenses.
b. RiceX shall pay Consultant the sum of Ten
Thousand Dollars ($10,000) per month for
general public relations purposes. Such
payments shall commence on November 1, 1999
and shall be paid on the first day of each
month thereafter until October 31, 2000.
c. Concurrent with the execution of this
Agreement, Consultant shall receive
1,600,000 shares of RiceX common stock, to
be issued by RiceX consistent with all rules
and regulations of the Securities and
Exchange Commission.
d. Consultant shall receive warrants, to
purchase up to 1,000,000 shares of RiceX's
common stock, exercisable at a strike price
of $0.75 per share, commencing on the
signing date of this certificate.
e. Consultant acknowledges that the shares and
warrants to be received by it hereunder
shall be restricted securities and subject
to the rules and regulations of the
Securities and Exchange Commission,
including but not limited to Rule 144.
Consultant acknowledges that it is familiar
with such rules and regulations.
f. Effective March 1, 2000, RiceX hereby grants
Consultant a demand registration right with
respect to the shares issued under Section
3.c. and the warrants to be issued under
Section 3.d.
Upon receipt of demand registration request
by Consultant, RiceX will use its best
efforts to file the appropriate registration
statement with the SEC upon receipt of all
required legal and accounting data. Failure
to file within ninety (90) days of receipt
of the demand will result in a penalty equal
to 100,000 shares per month for each month
the registration remains unfiled.
4. TIME IS OF THE ESSENCE. Time is of the essence in the
performance of the parties' respective obligations
herein contained.
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5. FURTHER ASSURANCE. Each party agrees that upon the
request of the other it will, from time to time,
execute and deliver to such other party all such
instruments and documents of further assurance or
otherwise, and will do any and all such acts and
things, as reasonably may be required to carry out
the obligations of such party hereunder and
consummate the transactions contemplated hereby.
6. HEADINGS. The headings of this Agreement are included
for purposes of reference and convenience only and
shall not limit or otherwise affect the construction
or interpretation of any of the provisions of this
Agreement.
7. ENTIRE AGREEMENT MODIFICATION. This Agreement,
including all exhibits, constitutes the entire
agreement between the parties hereto pertaining to
the subject matter hereof and supersedes all prior
and contemporaneous agreements and understandings of
the parties in connection herewith. No supplement,
modification or amendment of this Agreement shall be
effective unless executed in writing by the parties
hereto.
8. NOTICE. Whenever the service or the giving of any
document or consent by or on behalf of any party
hereto upon any other party is herein provided for,
or becomes necessary or convenient under the
provisions of this Agreement or any document related
hereto, a valid and efficient service of such
document shall be affected by delivering the same in
writing to such party in person, by Federal Express
or other reputable courier, by facsimile, or by
sending the same by registered or certified mail,
return receipt requested, and shall be deemed
received upon personal delivery if delivered
personally, by Federal Express or other reputable
courier or by facsimile, or four (4) business days
after deposit in the mail in the United States,
postage prepaid, addressed to the person to receive
such notice or communication at the following
address:
RiceX: The RiceX Company
0000 Xxxx'x Xxxxxx Xxxxx, Xxxxx 000
Xx Xxxxxx Xxxxx, XX 00000
Attn: Xxxxxx X. XxXxxx, Xx.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Consultant: JDK & Associates, Inc.
00000 XxxXxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Notice of change of address shall be given by written
notice in the manner detailed in this paragraph 8.
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9. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an
original, but all of which, together, shall
constitute one and the same instrument.
10. LAW GOVERNING. This Agreement shall be construed in
accordance with, and shall be governed by, the laws
of the State of California.
11. ATTORNEYS' FEES. In the event of the bringing of any
action by any party hereto against any other party
arising out of this Agreement, the party who is
determined to be the prevailing party shall be
entitled to recover from the other party all costs
and expenses of suit, including reasonable attorneys'
fees.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first set forth above.
THE RICEX COMPANY
A Delaware Corporation
("RiceX")
By:
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Its: CHAIRMAN OF THE BOARD/CEO
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JDK & ASSOCIATES, INC.
A California Corporation
By:
-------------------------------
Its:
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