EXHIBIT 10.23
AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT (the "Amendment Agreement") dated as of
September 23, 2003 is made and entered into by and between Guardian Technologies
International, Inc., (the "Company") and Xxxxxxx Xxxxxx & Company Financial
Services, Inc. (the "Consultant").
WITNESSETH:
WHEREAS, the parties entered into a consulting agreement dated
effective as of August 20, 2003 (the "Agreement"), pursuant to which the
Consultant agreed to provide certain consulting services to the Company
including agreeing to use it best efforts to introduce the Company to one or
more investors who provide financing in the form of debt and/or equity capital
to companies similar to the Company; and
WHEREAS, pursuant to the Agreement as herein amended, the Placement
Agent is proposing to act as placement agent on a "best efforts" basis with
regard to a proposed offering by the Company of a minimum of 400 shares of
Series C Convertible Preferred Stock ("Series C Preferred Stock") and a maximum
of 2,400 shares of Series C Preferred Stock, subject to the terms of the
Agreement and as summarized in "Summary of Terms of Offering of Series C
Preferred Stock" furnished to Placement Agent by the Company and provided
further that the Placement Agent and the Company may increase the maximum number
of shares of Series C Preferred Stock to be sold in the proposed offering; and
WHEREAS, the parties desire to amend the Agreement as set forth
hereinbelow; and
WHEREAS, all terms defined in the Agreement will have the same meaning
when used herein unless otherwise defined.
NOW, THEREFORE, in consideration of the promises and mutual covenants
and agreements hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. The following paragraph will be added to the Agreement and designated as new
paragraph 3.1(c).
(c) The parties acknowledge that, at this time, there is not going to
be a Company lead investor with regard to a proposed offering of
preferred stock of the Company as anticipated at the time of execution
of the Agreement ("Preferred Stock Offering"). In view of the
foregoing, as placement agent of the proposed offering by the Company,
the Consultant will be required to perform additional due diligence
from that which was anticipated at the time of execution of the
Agreement. Accordingly, in addition to the fees set out elsewhere in
the Agreement, the Company agrees to pay to Consultant a due diligence
fee ("Due Diligence Fee") equal to two percent (2%) of the first Five
Hundred Thousand Dollars ($500,000) of the total gross Financing raised
in the proposed Preferred Stock Offering which offering is the subject
of the "Summary of Terms of Offering of Series C Convertible Preferred
Stock," to be furnished to the Consultant by the Company. Such Due
Diligence Fee shall be paid by the Company only upon the initial
closing of the Preferred Stock Offering and receipt of the proceeds
from such offering by the Company.
2. Section 5 of the Agreement is hereby amended by adding the following sentence
at the end thereof:
In addition, the Company hereby agrees that it shall reimburse the
Consultant for its reasonable legal fees associated with the Preferred
Stock Offering; provided that such fees shall not exceed $1,000 in the
aggregate. Such fees shall be reimbursed at the closing of the
Preferred Stock Offering.
3. All other terms and conditions of the Agreement will remain in full force and
effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Agreement as of the day and date set out above
XXXXXXX XXXXXX & COMPANY GUARDIAN TECHNOLOGIES
FINANCIAL SERVICES, INC. INTERNATIONAL, INC.
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxx
Title: Vice President Title: Chief Executive Officer
