AMENDMENT NO. 1 TO CONSULTING AGREEMENT
Exhibit
10.51
AMENDMENT
NO. 1 TO CONSULTING AGREEMENT
AMENDMENT
NO. 1 TO CONSULTING AGREEMENT, dated as of May 30, 2006 (this “Amendment”), by
and among Winner Medical Group Inc. (formerly, Las Vegas Resorts Corporation),
a
Nevada corporation (“Winner Medical”), Winner Group Limited, a Cayman Island
company (“Winner Group,” together with Winner Medical, “Winner”) and Heritage
Management Consultants, Inc., a South Carolina Corporation (“Consultant”).
Capitalized terms used, but not otherwise defined, herein have the meanings
ascribed to such terms in that certain Consulting Agreement, dated January
25,
2006, by and among Winner Medical, Winner Group and Consultant (the
“Agreement”).
BACKGROUND
Winner
and Consultant are parties to the Agreement (the “Parties”), pursuant to which
Consultant will provide consulting services to Winner and its affiliates in
exchange for $175,000 and a warrant to purchase 200,000 shares of Winner Medical
with an exercise price of $5.50 per share. The Parties now desire to enter
into
this Amendment to modify the terms of the Agreement as more specifically set
forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the mutual promises of the parties hereto, and
of
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendment
to Section 3(b) of the Agreement.
The
Agreement is hereby amended to delete Section 3(b) thereof in its entirety
and
in lieu thereof to insert the following new Section 3(b):
“b.
As
further part of the consideration for Consultant’s services, Consultant shall
receive Fifty Thousand (50,000) shares of common stock of Winner Medical (the
“Shares”), which shall be delivered on or before July 31, 2006. The Shares shall
be restricted stock and the certificate representing the Shares shall bear
a
customary legend referring to the Securities Act of 1933. Consultant shall
not
trade the Shares during the term of the Agreement if the Shares become freely
tradable during the term.”
2. Agreement
Remains in Force.
Except
as expressly set forth in this Amendment, the Agreement remains unmodified
and
in full force and effect.
3. Miscellaneous.
This
Amendment and the Agreement constitute the entire understanding among the
parties hereto with respect to the subject matter hereof and may not be further
amended, modified or supplemented except as specified in the Agreement. This
Amendment may be executed in any number of counterparts, each of which shall
be
deemed an original and enforceable against the Parties actually executing such
counterpart, and all of which, when taken together, shall constitute one
instrument. Facsimile execution and delivery of this Agreement is legal, valid
and binding execution and delivery for all purposes.
4. Agreement
to File.
Winner
agrees to file with the Securities and Exchange Commission (the “Commission”) a
Registration Statement on S-8 registering the sale by Consultant and its
assignees of the Proposed Shares (the “Resale Registration Statement”) before
December 31, 2006.
[signature
page follows]
IN
WITNESS WHEREOF,
the
parties hereto have executed this Amendment as of the date first set forth
above.
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| By: | /s/ Xxxxxxxx Xx | |
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Name:
Xxxxxxxx Xx
Title:
Chief Executive Officer and
President
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WINNER
GROUP LIMITED
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| By: | /s/ Xxxxxxxx Xx | |
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Name:
Xxxxxxxx Xx
Title:
Chief Executive Officer
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HERITAGE
MANAGEMENT CONSULTANTS, INC.
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| By: | /s/ Xxx X. Xxxx | |
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Name:
Xxx X. Xxxx
Title:
President
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