AMENDMENT TO MANAGEMENT SERVICES AGREEMENT

EXHIBIT 4.2

AMENDMENT TO MANAGEMENT SERVICES AGREEMENT

THIS AGREEMENT dated for reference the 1^st day of January, 1999

BETWEEN:

AUTUMN INDUSTRIES INC., a company duly incorporated under the laws of the Province of British Columbia and having its registered and records office at 0000-000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0

(hereinafter referred to as the "Company")

OF THE FIRST PART

AND:

MISSION CONSULTING SERVICES INC., a company duly incorporated under the laws of the Province of British Columbia and having an address of 0000 Xxxxxxxx Xxxx, XX#0, Compartment F1, Xxxx 00X, Xxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0

(hereinafter referred to as "Mission")

OF THE SECOND PART

AND:

XXXXX X. XXXXXX of 0000 Xxxxxxxx Xxxx, XX#0, Compartment F1, Xxxx 00X, Xxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0

(hereinafter referred to as "Xxxxxx")

OF THE THIRD PART

WHEREAS:

1. The Company, Mission and Xxxxxx entered into a Management Services Agreement dated for reference the 28^th day of June, 1996 (the "Agreement"); and
2. The parties now wish to amend the agreement on the terms and conditions set out herein.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and of the covenants and agreements hereinafter contained, the parties hereto have agreed to the following amendments:

1. Clause 2. of the Agreement is hereby amended to read as follows:

"The term of this Agreement shall be for a period of Five (5) years commencing on the 1^st day of January, 1999 and continuing thereafter unless and until terminated as hereinafter provided."

2. Clause 4.1(a) of the Agreement is hereby amended as follows:

1. "the sum of Fourteen Thousand Five Hundred and Eighty-Four Dollars ($14,584.00) per month ($175,000.00 per annum) excluding GST, payable on the last day of each month."

3. Clause 6.1 of the Agreement is hereby amended as follows:

"This Agreement will be deemed to be renewed after the initial Five (5) year term unless the Company or Mission provides not less than sixty (60) days written notice of their intention not to renew."

4. Clause 6.2(b) of the Agreement is hereby amended as follows:

"at any time by thirty (30) months notice in writing given by the Company to Mission;"

5. Section 7.2 of the agreement which refers to "Company's Business" is amended as follows:

"As used in this Section 7, the expression "Company's Business" means any business which the Company is engaged in at the time of termination of the employee and including, but not limited to, the business of the sale and installation of Hotab systems for waste wood disposal....."

6. In all other respects, the Agreement remains in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written.

THE CORPORATE SEAL OF AUTUMN INDUSTRIES INC. was hereunto affixed in the presence of :
"W. Xxxxxx Xxxxxx"
Authorized Signatory
"Xxxxxxx Xxxxxx"
Authorized Signatory
THE CORPORATE SEAL OF MISSION CONSULTING SERVICES INC.
"Xxxxx X. Xxxxxx"
Authorized Signatory
SIGNED AND DELIVERED BY	"Xxxxx X. Xxxxxx"
XXXXX X. XXXXXX in the presence of:	XXXXX X. XXXXXX
"Xxxxx Xxxxxxxxx"
Name
"1004-1708 Dolphin Ave, Kelowna"
Address
"Executive Assistant"
Occupation