EXHIBIT 2.2
AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT (this "Agreement") is made and entered into
this effective as of this 28th day of July, 2003, by and between RJL Marketing
Services Inc., a Delaware corporation ("Corporation"), and Xxxxxxx X. Xxxxxxx
("Employee").
WITNESETH:
WHEREAS, effective January 1, 2003, Corporation and Employee entered
into an Employment Agreement (the "Employment Agreement") pursuant to which the
Employee was employed by the Corporation; and
WHEREAS, the parties now desire to amend the Employment Agreement to
provide for the grant of shares of restricted common stock, $.001 par value per
share, of Guardian Technologies International, Inc., a Delaware corporation, of
which RJL is a wholly-owned subsidiary, as additional compensation to Employee
thereunder.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:
1. The Employment Agreement is hereby amended by adding a new
Section 3.6 on page 5 of the Employment Agreement as follows:
3.6 RESTRICTED STOCK GRANT. As additional
compensation for the Employee's services hereunder,
the Corporation hereby agrees to arrange for the
issuance to the Employee of an aggregate of 400,000
shares (the "Shares") of restricted common stock,
$.001 par value per share, of Guardian Technologies
International, Inc. ("Guardian"). All of such Shares
shall be vested upon the date of the grant and
issuance of the Shares. The grant and issuance of the
Shares is subject to the foregoing conditions: (i)
the authorization and approval of the Board of
Directors of Guardian or any compensation committee
thereof (as applicable as of the time of such
authorization and approval); (ii) the execution of an
agreement setting forth certain investment
representations and warranties of Employee to assure
the availability of an exemption from the
registration requirements under the Securities Act of
1933, as amended (the "Securities Act"); and (iii)
compliance with such requirements of the Securities
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Act and applicable state securities law or regulation
as Guardian deems necessary or appropriate. The
Employee understands that the Shares are being
acquired by him for his own account as an investment
and not with a present view to distribution or resale
(unless counsel for Guardian is then of the opinion
that such representation is not required under the
Securities Act or applicable law, regulation or rule
of any governmental agency) and the certificates
representing the Shares shall bear a legend to such
effect. The Employee understands and acknowledges
that Guardian shall have no obligation to register
the Shares under the Securities Act and applicable
state securities laws
2. This Agreement, and the rights and obligations hereunder,
shall be governed by and construed in accordance with the laws
of the Commonwealth of Virginia, without regard to the
conflict of law provisions of such state.
3. All other provisions of the Employment Agreement not in
conflict with this Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.
CORPORATION: RJL MARKETING SERVICES INC.
By: /S/ XXXXXX X. XXXXXX
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Its: PRESIDENT
EMPLOYEE: XXXXXXX X. XXXXXXX
Signed: /S/ XXXXXXX X. XXXXXXX
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