AMENDMENT TO CONSULTING AGREEMENT
This amendment to the Consulting Agreement between eSoft, Inc. (the
"Company") and Pantheon Capital Ltd. (the "Consultant") dated as of August 22,
1997, is entered into as of the 11th of November, 1997 (the "Amendment").
RECITALS
A. The Company and the Consultant entered into a Consulting Agreement
dated as of August 22, 1997 (the "Original Agreement") relating to consulting
services to be provided to the Company by the Consultant.
B. The undersigned parties desire to modify certain provisions of the
Original Agreement that entitled the Consultant to receive options to purchase
90,000 shares of Common Stock of the Company at an exercise price of $0.50 per
share so that options of comparable value with an exercise price of $1.00 per
share may be substituted for the $0.50 options.
C. Pursuant to a calculation using the Black-Scholes method of option
valuation, the Company and the Consultant have now agreed that upon cancellation
of the options to purchase 90,000 shares of Common Stock at $0.50 per share, the
Consultant shall be issued options to purchase 264,600 shares of Common Stock of
the Company at $1.00 per share in lieu thereof.
AGREEMENT
The undersigned parties hereby agree as follows:
1. Amendments. Section 4(a)(i) of the Original Agreement is hereby deleted
in its entirety and in place thereof the following is included:
"(i) The Company shall grant to the Consultant options to purchase up to
264,600 shares of Common Stock of the Company at a per option exercise
price of $1.00. The options shall be immediately exercisable and
expire on the later of February 1, 1999 or one year and fifteen days
after an initial public offering of the Company's Common Stock is
consummated. If requested by the Consultant, the Consultant shall pay
cash in an amount equal to the par value of the Common Stock and the
Company shall accept a non-interest bearing 12-month promissory note
for all but the par value in payment of the exercise price of said
options. The Note shall be secured by the shares underlying the
options if requested by the Company."
2. Acknowledgments. The Company and the Consultant acknowledge that the
foregoing amendment supersedes and replaces Section 4(a)(i) of the Original
Agreement as if the foregoing amendment had been included in the Original
Agreement when executed.
3. Governing Law. This Amendment shall be interpreted and construed in
accordance with the laws of the State of Colorado.
SIGNATURES
IN WITNESS WHEREOF, the Consultant and the Company have caused this
Amendment to be executed and delivered as of the first date mentioned above.
THE COMPANY:
eSOFT, INC.
By: /s/Xxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxx, Chairman and Chief
Executive Officer
THE CONSULTANT:
PANTHEON CAPITAL LTD.
By: /s/Xxxx Xxxxx
-----------------------------------------
Xxxx Xxxxx, Director
