EXHIBIT 10.25
AMENDMENT TO CONSULTING AGREEMENT
The consulting agreement between Can-Cal Resources Ltd (the "Client") and
national Financial Communications Corp (the "Company") is amended as of March
22, 2002. Each change is intended to be effective as of September 15, 2001 (the
date of the consulting agreement).
1. Section II B of the consulting agreement is deleted in its entirety.
2. Schedule A-1: The last four sentences of paragraph A are deleted. The
Company's receipt of proceeds from sale of shares of the Client's
stock issued to the Company in payment of services provided by Company
shall have no effect on the monthly fees payable to Company by Client
for Company's services. Company's proceeds from sale of stock of the
Client shall belong to the Company only.
3. Schedule A-2: The asterisk provision following signature blocks is
deleted. The Company's receipt of any profits received on sale of
Client stock received through exercise of options to purchase Client's
stock shall have no effect on the monthly fees payable to Company by
Client for Company's services. Company's proceeds from sale of stock
of the Client shall belong to the Company only.
4. Company acknowledges that the representation and acknowledgment in
paragraph C of Schedule A-2 (as to restricted status of stock bought
on exercise of options) shall apply to any Client stock issued in
payment for Company services under Paragraph A of Schedule A-1.
Specifically, Company acknowledges as follows: that all shares of
Client stock issued to Company in payment of services shall be
restricted under rule 144 of the Securities Act of 1933; that Company
shall take such shares for investment purposes, for its own account,
and not with a view to the resale or redistribution of such shares;
that the customary restrictive legend shall be stamped on certificates
for such shares; that resale of such shares shall be subject to the
minimum 12 month holding period under rule 144, filing of Form 144,
the availability of current public information about the Company at
the time of proposed sale under rule 144, and the manner of sale
requirements of rule 144. Further, the Company acknowledges that even
if the Client files a registration statement with the Securities and
Exchange Commission (the "SEC") which provides for resale to the
public of Client stock owned by the Company, there is no assurance as
to whether or when that registration statement would be declared
effective by the SEC, or be current under the rules and regulations of
the SEC at the time of proposed sales of stock of Client owned by the
Company. Therefore, the Company acknowledges that in the event the
registration statement is not declared effective, or even if declared
effective, that if the registration statement is not current at the
time of proposed sales by the Company, then the Company will not be
able to sell the Company stock into the public market until 12 months
after sale and issuance of the subject stock to Company by Client
pursuant to the consulting agreement or exercise of options, as the
case may be.
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5. The consulting agreement is suspended from October 31, 2001 through
March 25, 2002, and shall be reinstated on March 25, 2002. The Client
has paid the Company $5,000 cash for the first month of Company's
services (October 2001). The Client shall issue and deliver to the
Company a certificate for 40,000 restricted shares for service in the
month of April and May 2002, and thereafter monthly according to the
consulting agreement.
Except as amended by the preceding, the original consulting agreement
remains in effect.
Can-Cal Resources Ltd. National Financial Communications Corp.
/s/ Xxxxxx Xxxxx /s/ Xxxxxxxx Xxxxx
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Xxxxxx Xxxxx, President Xxxxxxxx Xxxxx, President
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