EXHIBIT 10(n)
AMENDMENT TO RESEARCH AND DEVELOPMENT SERVICES AGREEMENT (the "Amendment") made
and entered into on April 19, 2004, by and between Big Bang Technologies, Inc.,
a California corporation with an office at 0000 Xxx Xxxxxxx Xxxx, Xxxxx X, Xxx
Xxxx, Xxxxxxxxxx 00000 ("BBT"), 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 BBT 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 a Research and Development
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 3 and 5 of the Agreement are hereby deleted in their
entirety and the following Paragraphs are hereby substituted in their place and
stead:
"3. Description of the Services. During the Term, BBT shall
supply the personal services of Xxxxx Xxxxx as the Company's Chief Technical
Officer and certain other employees of BBT to oversee and advise the Company
with respect to all aspects of the development of the Company's Super Smart
Card(TM) technology including but not limited to the following: (See Exhibit A).
The foregoing are collectively referred to as the "Services". The Services will
be undertaken by BBT pursuant to the instructions of the Company from time to
time provided to BBT.
5. Compensation. As compensation for the Services, the Company
hereby agrees to pay to BBT a fee of $22,000 per month (the "Monthly Fee" which
shall include the compensation of Xxxxx Xxxxx to be the Company's CTO). 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 extraordinary expenses such as airfare,
out of town travel, litigation, etc. BBT shall seek pre-approval from the
Company for any such expenses in
excess of $100. Any and all expenses will be invoiced by BBT to the Company as
soon as practicable and will be due upon receipt."
B. The following new Paragraphs numbered 22 and 23 are hereby added
to the Agreement, which Paragraphs are to read in their entirety as follows:
"23. Sublease. BBT hereby subleases to the Company and the
Company hereby assumes and accepts dominion and control over approximately 1,200
square feet of space plus common areas and the use of a conference room) at
BBT's premises at 0000 Xxx Xxxxxxx Xxxx, Xxxxx X, Xxx Xxxx, Xxxxxxxxxx 00000
(the "Subleased Premises"). The rent for the Subleased Premises shall be $3,000
per month commencing on May 1, 2004, and terminating on April 30, 2005.
24. Employees. Commencing May 1, 2004, the Company shall employ
Tetsuo Minato, Xxxxxx Xxxxx, Eriko Fukadu and Xxxxx Xxx as full time research
and development and technology employees of the Company, and BBT hereby
covenants and agrees to terminate its employment with such employees as of that
date."
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.
Big Bang Technologies, inc.
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, President
e-Smart Technologies, Inc.
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, President
