AMENDMENT TO CONSULTING AGREEMENT
EXHIBIT 10.27
AMENDMENT TO CONSULTING AGREEMENT
This
amendment (the “Amendment”) dated September 14, 2006 amends and modifies certain terms of
the Consulting Agreement dated November 19, 2004 (the “Original Agreement”) between London Aussie
Marketing Ltd. (“Consultant”) and Save the World Air, Inc. (“Company”). All references and
definitions as provided for in the Original Agreement apply to this Amendment, unless stated
otherwise.
WHEREAS, the parties to the Original Agreement hereby acknowledge that this amendment is
supported by adequate consideration and represent a change in the terms of the Original Agreement;
and
WHEREAS, the parties desire to modify and eliminate the provision of compensation under
Section 3(a) of the Original Agreement; and
WHEREAS,
the parties desire to change certain terms and conditions under Sections 3(b) and
3(c) of the Original Agreement.
AGREEMENT
IT IS HEREBY AGREED that the Original Agreement is amended as follows:
1. Section 3(a) of the Original Agreement is eliminated in its entirely and the
Consultant (or its assigns) shall have no right to received any compensation in the form
of royalties as a part of its compensation under the Original Agreement, as amended. The
parties acknowledge and agree that the sole and exclusive compensation due to the
Consultant for performance of the Original Agreement, as amended, will be as provided
under paragraph 3(b).
2. Section 3(b)(ii) of the Original Agreement is amended in its entirely to read as
follows:
“(ii) Warrants to purchase up to 450,000 shares of the Company’s common stock, subject to
and issuable upon the execution by the Company of a distribution agreement with a
Strategic Partner for the Company’s products with UNEP, UNITAR,
C.V. INDAKO TRADING CO.,
MEDAN or an affiliate entity, through Nico Barito, Senior Fellow of Merchandising
Corporation Programme, or through such other authorized person. Such warrants shall have
a term of five years and have an exercise price of $1.00 per share. The warrant and
shares issuable upon exercise of the warrant shall be registered in the name of Xxxx
Xxxxxxxx.”
3. Section 3(c) of the Original Agreement is amended in its entirely to read as
follows:
“(c) Form S-8 Registration. The Company agrees to file with the Securities and Exchange
Commission, promptly following the execution of the distribution
agreement referred to in Section 3(b)(ii), a registration statement on Form
S-8 (or other comparable form), registering for resale the shares of the Company’s
common stock issuable upon exercise of the warrant to be issued pursuant to Section
3(b)(ii).”
4. CONFLICT. Any conflicts between this Amendment and the Original Agreement will be resolved
by the language of this Amendment, as the expressed intent of the parties. The Original Agreement,
as amended hereby, has been negotiated between the parties and no presumption shall arise based on
which party drafted the language of this Amendment.
5. DISPUTE RESOLUTION. The parties agree that the Original Agreement, as amended by this
Amendment, will be construed and interpreted in accordance with the laws of the State of
California, without regard to the body of law known as conflicts of law, and that any disputes,
claims, disagreements or interpretations will be resolved by mediation between the parties. Should
the parties fail to reach and agreement through mediation, any such matters will be determined by
arbitration under the laws of the State of California. Notwithstanding that the Original Agreement,
as amended, is between entities located in different jurisdictions,
service of any notice, legal or
otherwise, may be made by registered mail to the address provided in the Original Agreement. Each
party hereby irrevocably waives all right of trial by jury in any action, proceeding or
counterclaim, arising out of or in connection with the original or any amended agreement or any
matter arising therefrom. Any arbitration agreement is enforceable by a Court having jurisdiction
of the parties.
6. SURVIVAL OF OTHER PROVISIONS. The terms of the Original Agreement, to the extent they do
not conflict with this Amendment, remain in full force and effect.
IN WITNESS HERETO, the parties, by their authorized signatories execute this Amendment as of
the date above first written.
| “Company” SAVE THE WORLD AIR. INC. |
||||||
| By | /s/ Xxxxx X. XxXxxxxx | |||||
| Xxxxx X. XxXxxxxx | ||||||
| Title: | President/Chief Operating Officer | |||||
| “Consultant” LONDON AUSSIE MARKETING LTD. |
||||||
| By | /s/ Xxxx Xxxxxxxx | |||||
| Xxxx Xxxxxxxx | ||||||
| Title: | Director | |||||
| 9/14/06 | ||||||
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