EXHIBIT 10(m)
AMENDMENT TO ADVISORY AND OCCUPANCY SERVICES AGREEMENT (the "Amendment") is made
and entered into on April 19, 2004, by and between Associated Business Group,
Inc., a Nevada corporation with an office at 0000 Xxxxxxx Xxxx, Xxxxx X, Xxx
Xxxxx, Xxxxxx 00000 ("ABG") and e-Smart Technologies, Inc., a Nevada corporation
with an office at 0000 Xxxxxxx Xxxx, Xxxxx X, Xxx Xxxxx, Xxxxxx 00000 (the
"Company"). The Company and ABG are sometimes hereinafter individually referred
to as a "Party" and collectively as the "Parties".
W I T N E S S E T H:
WHEREAS, the Company and ABG are the Parties to an Advisory and Occupancy
Services Agreement dated May 29, 2003 (the "Agreement"); and
WHEREAS, the Parties desire to amend the Agreement to include the terms and
conditions set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing recitals, and the other good
and valuable consideration hereinafter set forth, the receipt and adequacy of
which are hereby acknowledged and accepted, the Parties agree as follows:
1. AMENDMENT TO THE AGREEMENT. The Parties hereby amend the Agreement as
follows:
A. Paragraphs 1 through 5 of the Agreement are hereby deleted in
their entirety and the following Paragraphs are hereby substituted in their
place and stead:
"1. Engagement. The Company hereby engages and retains ABG to
perform and supply the Services (as that term is hereinafter defined in Section
3) on behalf of the Company; and ABG hereby accepts such appointment and agrees
to perform and render the Services for and on behalf of the Company on the terms
and subject to the conditions hereinafter set forth.
2. Term and Termination. This Amendment commences on May 1,
2004, and shall continue in full force and effect until April 30, 2005 unless
sooner terminated in accordance with the provisions hereof (the "Term"). This
Amendment may be terminated at any time upon written agreement between the
Parties or by either Party upon 90 days prior written notice, provided, however,
that any termination notice by the Company shall be accompanied by the payment
of any outstanding Fees (hereinafter defined) and an amount equal to all Fees
that shall, in the ordinary course of the Amendment, become due and payable by
the Company during the period after delivery of such notice and the effective
date of termination specified therein.
3. Description of the Services. During the Term, ABG shall
supervise and attend to the needs of the Company's Las Vegas office and shall
perform such other administrative services as shall be assigned to it by the
Company. The foregoing are collectively referred to as the "Services". It is
understood and agreed that in performing the Services ABG may offer
recommendations, but all decisions made in connection with the implementation of
such recommendations shall be the sole responsibility of, and shall be made and
implemented by the Company's executives and its Board of Directors.
4. Performance of the Services. Deleted.
5. Compensation. As compensation for the Services, the Company
hereby agrees to pay to ABG an administrative service fee of $1,500 per month
(the "Monthly Fee"). This fee shall cover payment for all services provided
by ABG up to a maximum of ten (10) hours per month of services. The Monthly Fee
shall be payable on the 1st day of each month. Accordingly, the Monthly Fee
shall commence on May 1, 2004. It is expressly agreed and understood that the
Monthly Fee does not include any expenses that ABG may be asked to incur on
behalf of the Company up to a credit limit established from time to time by ABG.
ABG shall seek pre-approval from the Company for any such expenses in excess of
$100. Any and all expenses will be invoiced by ABG to the Company as incurred
and will be due and payable upon receipt. If services by ABG in excess of ten
(10) hours per month are required by the Company, the Parties will agree on the
appropriate compensation at the time and before any such extra work is
performed."
2. CONFIRMATION OF THE AGREEMENT. Except as herein modified, the Parties
hereby reconfirm the validity and enforceability of the Agreement.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by the
undersigned duly authorized respective officers, effective as of the day and
year first set forth above.
Associated Business Group, Inc.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President
e-Smart Technologies, Inc.
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, President
