EXHIBIT 99.5
AMENDMENT NUMBER ONE
TO
CONSULTING AND MARKETING LICENSE AGREEMENT
THIS AMENDMENT ("AMENDMENT") TO CONSULTING AND MARKETING LICENSE
AGREEMENT (the "AGREEMENT") between Xxxx Xxxxxxx (the "CONSULTANT") and Dialog
Group, Inc. (the "COMPANY") is dated November 19, 2004. Each of the Consultant
and the Company are also referred to in this agreement as the "PARTIES."
WHEREAS, the Company and the Consultant entered into an agreement
pursuant to which a non-qualified stock option (the"OPTION") was issued; and
WHEREAS, the Parties desire to amend the minimum price and set a
special exercise price under the option agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth in this Agreement, the Parties hereby agree to amend the Agreement and
the Option as follows:
1. Exercise Price. The exercise price for any exercise made within 30
days of the date of this Amendment shall be six ($0.06) cents. The price for any
exercise thereafter shall be as provided in the Agreement and the Option except
that the minimum exercise price shall be six ($0.06) cents.
2. Terms. Except as specified in Section 1, the terms of the Agreement and the
Option are hereby reaffirmed.
IN WITNESS WHEREOF, the Parties hereto have executed or caused this
Agreement to be executed as of the date set forth below.
Date: November 19, 2004 CONSULTANT:
/s/ Xxxx Xxxxxxx
----------------------------
Xxxx Xxxxxxx
Address for Notices:
X.X. Xxx 0000
Xxxxxxx, XX 00000
Date: November 19, 2004 COMPANY:
Dialog Group, Inc.
By: /s/ Xxxxx X. XxXxxxxxxxx
----------------------------
Xxxxx X. XxXxxxxxxxx, Vice President
Address for Notices:
Twelfth Floor
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
