EXHIBIT 4.3
AMENDED CONSULTING SERVICES AGREEMENT NOTE
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May 26, 2003
WHEREAS The Project Group, Inc.`s (the Company) subsidiary, Pro Squared, Inc.
(Pro), had engaged Xxxxxxx X. Xxxxxxxx for consulting services and, prior to
December 31, 2002, had owed Xx. Xxxxxxxx the principal sum of $98,000;
WHEREAS Pro had agreed to pay such consulting fees in the form of a note dated
December 31, 2002;
NOW THERFORE:
It is agreed that because the Company has assumed the obligations of its
subsidiary, Pro, Xx. Xxxxxxxx has the right to convert the consulting fees owed
to him into 1,960,000 shares of the Company's Common Stock to be registered on a
Form S-8 and shall also be issued three year warrants to purchase 1,000,000
shares of the Company's Common Stock exercisable at $.11 per share. However,
such conversion amounts together with his already owned shares of Common Stock,
if any, shall not exceed more than 9.99% of the Company's outstanding Common
Stock at any point in time.
The Project Group, Inc.
By: /s/ Xxxxx Xxxxxxxx
______________________
Xxxxx Xxxxxxxx
President.
