1
EXHIBIT 10.8
AMENDMENT TO CONSULTING AGREEMENT
This Amendment to Consulting Agreement (the "Amendment") made and
entered into as of November 1, 1995, is by and between Bikers Dream, Inc., a
California corporation (the "Company") and Xxxxx, Xxxxx & Associates (the
"Consultant").
RECITALS
WHEREAS, the Company and the Consultant entered into that certain
Consulting Agreement effective as of October 1, 1995 (the "Agreement"),
pursuant to which the Consultant was engaged by the Company to provide
consulting, financial advisory and investment banking services; and
WHEREAS, the parties desire to amend the Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. All terms defined in the Agreement and used herein shall have
the meaning given them in the Agreement.
2. Paragraph II of the Agreement is hereby amended by changing
the amount of capital to be raised for the Company from up to
$10,000,000 to up to $20,000,000.
3. Subparagraph D of Paragraph III of the Agreement is hereby
renumbered subparagraph E and is amended to read in full as
follows:
"E. In addition, the Consultant is assisting the Company in
raising up to $20,000,000.00 of additional capital through an
investment banker or bankers introduced by Consultant to the
Company. Upon the successful closing of an offering(s)
through such an investment banker, the Company agrees to grant
to Consultant an option, in the form of the option attached
hereto, to purchase 5,000 shares of the Company's common stock
for each $1,000,000 of capital received by the Company in such
offering(s), up to a maximum of 100,000 shares for $20,000,000
of capital received. The option shall be granted in pro rata
increments, e.g., $7,500,000 in capital raised equates to
37,500 option shares. The option shall be exercisable at a
price of $2.50 per share, at any time within two years after
the date of completion of a successful financing pursuant
hereto."
4. Paragraph III of the Agreement is hereby amended by adding a
new subparagraph D thereto which shall read as follows:
2
"D. In addition, in consideration of Consultants' assistance
in raising additional capital for the Company of up to
$1,000,000 in debt convertible to common stock at a price no
less than $2.20 per share (the "Bridge Financing"), at least
$100,000 of which shall have been received by the Company on
or before November 3, 1995, the Company will compensate
Consultant as follows:
(1) The Company will grant to Consultant an
option, in the form of the option attached hereto, to
purchase, at any time within two years after the date of
grant, 50,000 shares of the Company's common stock at a price
of $1.70 per share.
(2) The Company will pay Consultant a fee of 5%
of all proceeds received by the Company from the Bridge
Financing in excess of the first $100,000 of such proceeds,
such fee to be paid, without any interest thereon, within ten
days after the date on which written demand for such payment
is made by Consultant; provided that consultant shall not
make demand for payment within 180 days after the date on
which all of the proceeds from the Bridge Financing have been
received by the Company.
5. Except as expressly set forth herein, the Agreement shall
remain in full force and effect.
6. This Amendment may be executed in several counterparts, each
of which shall be deemed an original but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Amendment has been duly executed as of the
date first hereinabove written.
COMPANY
Bikers Dream, Inc.
By: _______________________________
Its: __________________________
CONSULTANT
Xxxxx, Xxxxx & Associates
By: _______________________________
Its: __________________________