EXHIBIT 10.14
AMENDMENT NO. 1 TO CONSULTING AGREEMENT
This Amendment No. 1 to Consulting Agreement ("Amendment") is entered into
as of August 3, 1998 by and between Jenkon International, Inc., a Delaware
Corporation ("Company") and Xxxxxxx Xxxxx ("Consultant").
R E C I T A L S:
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A. The Company and Consultant entered into that certain Consulting
Agreement as of January 1, 1998 providing for certain compensation to Consultant
for services being rendered by Consultant.
B. In connection with the Company's initial public offering (the
"Offering"), a reduction in Consultant's compensation would greatly facilitate
the Offering.
NOW, THEREFORE, for good and valuable consideration, the parties hereto
mutually agree as follows:
A M E N D M E N T:
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1. Section 4 entitled "Compensation" contained in the original Consulting
Agreement is hereby amended to read as follows in its entirety:
"During the term of this Agreement, Consultant shall be
entitled to receive compensation in the aggregate amount of
$110,000 payable upon consummation of the Offering."
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
JENKON INTERNATIONAL, INC.
By: /s/ Xxxxx XxXxxx
-----------------------------
Xxxxx XxXxxx, Chief Financial
Officer
/s/ Xxxxxxx Xxxxx
-----------------------------
Xxxxxxx Xxxxx
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is entered into as of January 1,
1998 by and between Jenkon International, Inc., a Delaware corporation
(hereinafter referred to as the "Company"), with principal offices at 0000 X.X.
00xx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000 and Xxxxxxx Xxxxx
("Consultant"), an individual.
RECITALS
A. The Company is a developer of specialized software solutions for
network marketing and other companies involved in the direct sales industry (the
"Business").
B. The Company desires to engage Consultant to provide advisory and
consulting services in connection with the Company's initial public offering of
common stock (the "Offering").
C. Consultant has indicated his willingness to serve as a consultant to
the Company.
NOW, THEREFORE, in consideration of the Agreement and the mutual promises
and covenants contained herein, the parties hereto mutually agree as follows:
AGREEMENT
1. TERM.
The term of this Agreement shall be for twelve (12) months (the "Term");
provided, however, that this Agreement shall terminate earlier upon the
consummation of the Offering.
2. SERVICES TO BE RENDERED.
Consultant shall provide advisory and consulting services to the Company in
connection with the Company's Offering, and advice regarding negotiations with
and the selection of the underwriters for the Offering (the "Services").
Consultant will devote such time and effort as may be reasonably requested from
time to time to discharge the obligations described in this Agreement.
1.
3. LOCALE.
The Company acknowledges and agrees that the services to be rendered by
Consultant shall primarily be rendered in and about Los Angeles, California.
4. COMPENSATION.
During the Term of this Agreement, Consultant shall be entitled to receive
(i) compensation in the aggregate amount of $100,000 payable upon consummation
of the Offering, and (ii) an additional $25,000 payable in the event the
overallotment option in the Offering is exercised.
5. TERMINATION.
(a) DEATH. This Agreement shall terminate automatically upon
Consultant's death.
(b) NOTICE. Consultant may terminate this agreement by giving the
Company notice 30 days prior to the desired termination date.
6. STATUS AS INDEPENDENT CONTRACTOR.
In performing services under this Agreement, Consultant is, and shall at
all times be, acting and performing as an independent contractor with respect to
the Company, performing his services in accordance with his own judgment as to
the method of rendering such services. The Company shall neither have nor
exercise any control or direction over the methods by which Consultant performs
his services nor shall the Company interfere with such freedom of action or
prescribe rules or otherwise control or direct the manner in which such services
are performed; provided, however, that such services by Consultant be performed
in a competent, efficient and satisfactory manner as determined by the Company's
Board of Directors in its discretion, in accordance with current-accepted
standards for the profession. Such work, function and services shall be done
and performed in accordance with all applicable laws then obtaining.
Consistent with the foregoing described relationship between the parties,
the Company shall not make any deduction for any payroll taxes, unemployment or
workers compensation insurance, old age pensions, annuities or benefits measured
by wages, salary or other compensation paid to Consultant, nor shall Consultant
be entitled to participate in any fringe benefits plans maintained by the
Company for the benefit of its employees.
2.
Consultant acknowledges and agrees that Consultant shall not have any claim
under this Agreement or otherwise against the Company for vacation pay, sick
leave, retirement benefits, social security, worker's compensation, disability,
employee insurance benefits or any other employee benefits of any kind or
nature.
7. MISCELLANEOUS.
(a) SUCCESSION. This Agreement shall inure to the benefit of and be
binding upon the Company, its successors and assigns. Consultant's obligations
and duties hereunder are personal and not assignable.
(b) CALIFORNIA LAW. This Agreement shall be interpreted and governed
by, and enforced in accordance with, the internal laws of the State of
California.
(c) WAIVER. A waiver by any party of any of the terms and conditions
of this Agreement in any one instance shall not be deemed or construed to be a
waiver of such term or condition for the future, or of any subsequent breach
thereof. Any party may waive any term, provision or condition included for the
benefit of such party. All waivers shall be in writing.
(d) NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered or if mailed by registered or certified mail, postage prepaid,
addressed to Consultant at his address set forth on the signature page hereof,
or addressed to the Company at 0000 X.X. 00xx Xxxxxx, Xxxxx 000, Xxxxxxxxx,
Xxxxxxxxxx 00000, fax(360) 000-0000, Attn: Xx. Xxxxx XxXxxx, Chief Financial
Officer; and any such notice shall be deemed received on the fourth (4th)
business day after the date of mailing. Notices if given personally or sent by
facsimile transmission shall be deemed to have been given and received upon
receipt or the sending of the transmission. Any party may change the address at
which notice shall be given by written notice given in the above manner.
(e) CONSTRUCTION. Each party has cooperated in the drafting and
preparation of this Agreement. Hence, in any construction to be made of this
Agreement, the same shall not be construed against any party on the basis that
the party was the drafter. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect.
3.
(f) LEGAL COUNSEL. Consultant and the Company recognize that this is
a legally binding contract and acknowledge and agree that they have each had the
opportunity to consult with legal counsel of their choice.
IN WITNESS WHEREOF, the parties have executed this Agreement in Los
Angeles, California and as of the date first written above.
JENKON INTERNATIONAL, INC.
By: /s/ Xxxxx XxXxxx
----------------------------
Xxxxx XxXxxx
Chief Financial Officer
/s/ Xxxxxxx Xxxxx
----------------------------
Xxxxxxx Xxxxx
Address: Xxxxxxx Xxxxx
000 Xxx Xxxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
fax (000)000-0000
4.
