AMENDMENT NO. 1 TO AMENDED AND RESTATED CONSULTING AGREEMENT
AMENDMENT
NO. 1 TO AMENDED AND RESTATED CONSULTING AGREEMENT
This
AMENDMENT NO. 1 TO AMENDED AND RESTATED CONSULTING AGREEMENT is entered into
as
of June 12, 2006 (this “Amendment”)
by and
among NOVASTAR RESOURCES, LTD., a Nevada corporation (the “Company”)
and
XXXX XXXXXXX, an individual (“Gelband”)
and
XXXX XXXXXXX COMPANY, INC., a Florida corporation (“AGC”).
For
the purposes of this Agreement, either of the above shall be referred to as
a
"Party"
and
collectively as the "Parties".
Capitalized
terms used, but not otherwise defined, herein have the meanings ascribed to
such
terms in the Agreement (as defined below).
WHEREAS,
on
February 6, 2006, the Company and Xxxxxxx entered into an Amended and Restated
Consulting Agreement (the “Original
Agreement”)
pursuant to which Xxxxxxx agreed to provide certain financial services to the
Company, primarily in connection with the Company’s planned merger with Thorium
Power, Inc.; and
WHEREAS,
the
Parties now desire to enter into this Amendment so that Xxxxxxx may assign
his
rights and privileges under the Original Agreement to AGC and that AGC may
assume Xxxxxxx’x obligations thereunder.
NOW,
THEREFORE, in consideration of the mutual promises herein contained, the parties
hereto, intending to be legally bound, hereby amend the Original Agreement
as
follows:
1. Amendment.
All
references to Xxxx Xxxxxxx in the Agreement are deleted in their entirety and
in
lieu thereof references to Xxxx Xxxxxxx Company, Inc. is inserted.
2. Assignment
and Assumption.
Gelband
hereby assigns, transfers, conveys and sets over all of his rights, title,
benefit and privileges under the Original Agreement. AGC hereby accepts the
assignment and assumes and agrees to observe and perform all of the duties,
obligations, terms, provisions, and covenants of Xxxxxxx to be observed or
performed in connection with the Original Agreement.
3. Agreement.
In all
other respects, the Agreement shall remain in full force and
effect.
4. Counterparts.
This
Amendment may be executed in two or more counterparts, each of which shall
be
deemed an original but all of which together shall constitute one and the same
instrument.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
the
date first above written.
COMPANY:
NOVASTAR
RESOURCES, LTD.
By:
/s/
Seth
Grae
Name:
Seth Grae
Title:
President and Chief Executive Officer
GELBAND:
/s/
Xxxx
Xxxxxxx
Xxxx
Xxxxxxx
AGC:
XXXX
XXXXXXX COMPANY, INC..
By:
/s/
Xxxx
Xxxxxxx
Name:
Xxxx Xxxxxxx
Title:
President and CEO
