1
AMENDMENT TO CONSULTING AND FINANCIAL
ADVISORY SERVICES AGREEMENT
This Amendment to Consulting and Financial Advisory Services Agreement
(this Amendment) is made as of June 25, 1998 between Rockwell Medical
Technologies, Inc., a Michigan corporation (Rockwell), and Wall Street
Partners, Inc., a Michigan corporation (Wall Street).
RECITALS
X. Xxxxxxxx and Wall Street are parties to a Consulting and
Financial Advisory Services Agreement dated as of February 19, 1997 (the
Consulting Agreement) pursuant to which, among other things, Wall Street
provides consulting and financial advisory services to Rockwell in exchange
for a consulting fee.
B. On or about November 25, 1997, the term of the Consulting
Agreement was extended to June 30, 1998.
C. On or about April 3, 1998, Rockwell agreed to indemnify Wall
Street from liabilities arising out of Wall Streets providing consulting
services to Rockwell, other than liabilities arising out of Wall Streets gross
negligence in performing such consulting services.
X. Xxxxxxxx desires to extend the term of the Consulting Agreement
to December 31, 1998 and to adjust the consulting fee to be paid to Wall Street
under the Consulting Agreement.
X. Xxxxxxxx and Wall Street are entering into this Amendment to
set forth in writing the agreements of the parties hereto with respect to the
matters referenced in Recitals B, C and D above.
Therefore, the parties agree as follows:
1. Extension of Term. The term of the Consulting Agreement is
hereby extended until December 31, 1998.
2. Consideration. During the period from July 1, 1998 through
December 31, 1998, Rockwell will pay Wall Street the fees set forth below
(which amounts will be prorated for any partial periods worked based on a
five-day business week):
July, August, September and October $25,000 per month
November, December $20,000 per month
3. Indemnification of Wall Street. Rockwell shall indemnify,
defend and hold Wall Street and its officers, directors, employees and other
affiliates, harmless from, against and with respect to any claim, liability,
obligation, loss, damage, judgment, settlement, cost and expense,
2
including, without limitation, reasonably attorneys fees and court costs
(collectively, Claims), arising out of or in any manner incident, relating or
attributable to the providing of Services by Wall Street to Rockwell under the
Consulting Agreement; provided, however, that Rockwell shall have no obligation
hereunder with respect to any Claims resulting from Wall Streets gross
negligence in performing such Services.
4. Miscellaneous.
(a) Except as otherwise expressly set forth herein, all of
the terms and provisions of the Consulting Agreement shall remain in full force
and effect.
(b) This Amendment shall be governed by and construed in
accordance with the laws of the jurisdiction specified in paragraph 9 of the
Consulting Agreement.
(c) Capitalized terms used in this Amendment but not
otherwise defined shall have the meanings set forth in the Consulting
Agreement.
(d) This Amendment may be executed in one or more
counterparts by the parties. All counterparts shall be construed together and
shall constitute one agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment on the date set forth in the introductory paragraph of this Amendment.
ROCKWELL MEDICAL TECHNOLOGIES, INC., a
Michigan corporation
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxx
Its: President
WALL STREET PARTNERS, INC., a Michigan
corporation
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Xxxx X. Xxxxx
Its: President
-2-
