EXHIBIT 10.13
AMENDMENT NO. 1 TO
CONSULTING AGREEMENT
This is Amendment No. 1 (the "Amendment") to the Consulting Agreement dated as
of December 12, 2000 (the "Agreement") by and between Xxxxxxxxxx.xxx
Corporation, a Georgia corporation (the "Company"), and Xxxxxx X. Xxxxxx, an
individual resident of the State of Georgia ("Xx. Xxxxxx") doing business as J
Xxxxxx, LLC.
Section 11(a) of the Agreement indicates that no waiver, termination or
discharge of the Agreement, or any of the terms or provisions thereof, shall be
binding upon either party to the Agreement unless confirmed in writing.
Section 2 of the Agreement indicates that the term of the Agreement commences on
July 1, 2001 and shall continue until June 30, 2004 unless sooner terminated by
six months notice given by either party (the "Term").
Section 3(a) of the Agreement specifies that the Company shall pay to Xx. Xxxxxx
a monthly fee of $8,333.33 beginning on July 1, 2001 and continuing on the first
day of each consecutive month thereafter during the Term of the Agreement.
Section 10 of the Agreement specifies the methods of providing Notices.
Effective immediately prior to the closing of the acquisition of the Company by
XXxxx.xxx, Inc. ("XCare") on or about August 13, 2001, the Company and Xx.
Xxxxxx hereby agree under this Amendment No. 1 to the Agreement to delete
Sections 1(a) and 3(a) of the Agreement and to substitute in its place the
following new Sections 1(a) and 3(a):
"1. CONSULTING SERVICES.
(a) During the Term of this Agreement (as herein defined), the Company
hereby retains Xx. Xxxxxx as a consultant to perform, when and as requested by
the Company (or XCare), general duties as an advisor and consultant in respect
to the operations and activities of the Company (or XCare) for approximately
eighty (80) hours per month during the period commencing July 1, 2001 until a
date six months from the effective date of this Amendment No. 1 to the Agreement
and thereafter if, and only if, and when, and only when, requested by the
Company (or XCare), if ever, subject to Xx. Xxxxxx'x availability at the time of
said request.
3. COMPENSATION.
(a) As compensation for Xx. Xxxxxx'x advisory and consulting
services during the Term of this Agreement, as amended, the
Company shall pay to Xx. Xxxxxx a monthly fee of $8,333.33, or
such pro-rated monthly fee for a partial month, beginning July
1, 2001 and continuing on the first day of each consecutive
month thereafter until a date six months from the
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effective date of this Amendment No. 1 to the Agreement.
Thereafter, during the remainder of the Term of this
Agreement, as amended, Xx. Xxxxxx shall provide advisory and
consulting services to the Company (or XCare), if, and only
if, and when, and only when, requested by the Company (or
XCare), if ever, subject to Xx. Xxxxxx'x availability at the
time of said request for a fee that is discounted 20% from Xx.
Xxxxxx'x then-current billing rates. In addition, the Company
(or XCare) will reimburse Xx. Xxxxxx for all reasonable
expenses incurred by him in rendering his services hereunder
so long as such expenses shall have been approved in advance
by the Company (or XCare)."
The parties hereto have executed, or caused their duly authorized
representatives to execute, this Amendment No. 1 to the Agreement as of this
tenth day of August, 2001.
XXXXXXXXXX.XXX CORPORATION
By: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
President & Chief Executive Officer
XXXXXX X. XXXXXX
/s/ XXXXXX X. XXXXXX
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