ADDENDUM TO CONSULTING AGREEMENT
THIS ADDENDUM TO CONSULTING AGREEMENT (the "Addendum") is entered into
as of December 31, 1999 by and between XxxXxxxxx.xxx inc. ("UTIX"), a Nevada
corporation and Reservision, Inc., a Michigan corporation ("Consultant").
RECITALS
WHEREAS, on or about November 22, 1999, UTIX and Consultant entered
into a Consulting Agreement with UTIX (the "Consulting Agreement"), pursuant to
which Consultant agreed to provide certain services to UTIX in return for a
mutually agreed-upon consideration; and
WHEREAS, after further negotiations, the parties wish to amend and
augment the terms contained in the Consulting Agreement by entering into this
Addendum.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
obligations and benefits contained herein, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
MODIFICATION OF EXISTING TERMS
By this Addendum, the parties agree to amend and modify only those
terms and conditions of the Consulting Agreement specifically enumerated. To the
extent that a specific term, provision or condition is not modified or set forth
in this Addendum, the original terms of Consulting Agreement are intended to
remain in full force and effect. To the extent possible, the numbering of the
following provisions shall correspond with the numbering sequence of the
original Consulting Agreement terms, which they replace or to which they are
added. Any defined terms shall have the meanings set forth in the Consulting
Agreement.
TERMS AND CONDITIONS
4. CONSIDERATION. UTIX shall pay to the Consultant in accordance with the
Schedule set forth below as consideration for the services herein:
(a) Forty Two Thousand Dollars ($42,000.00) per annum (beginning on
November 22, 1999), and
(b) A warrant to purchase 300,000 shares of common stock (the "Warrant").
The Warrant shall have an exercise price of $0.25 per share and shall
automatically expire on November 21, 2003. The common stock underlying
the Warrant will be registered with the Securities and Exchange
Commission ("SEC") by filing a Form S-8 at the Consultant's request,
such request not to be earlier than ninety (90) days after UTIX's Form
10-SB is declared effective by the SEC. The number of Warrants shall
be adjusted proportionately for any comprehensive changes in the
company's capital structure including stock splits, stock dividends,
etc.
Page 2
Addendum to Consulting Agreement
December 31, 1999
6. TERM. The term of the Consulting Agreement commenced November 22, 1999 and
will continue through November 21, 2000 (the "Term").
23. TERMINATION. The Consulting Agreement will automatically terminate on
November 21, 2000 (the "Termination Date"). Each party shall have the right to
terminate this Consulting Agreement before the Termination Date, provided the
terminating party provides the other with ten (10) days prior written notice of
such intention. In the event the Consulting Agreement is terminated prior to the
Termination Date: (i) the annual consideration paid under Paragraph 4(a) will be
terminated as of the effective date of the early termination; and (ii) the
Warrants granted to Consultant pursuant to Section 4(b) will be cancelled in
direct proportion to the number of weeks Consultant performed services for UTIX.
All cancelled warrants shall be forfeited to UTIX. For illustration purposes
only, in the event UTIX exercises its' right to terminate the Consulting
Agreement eight months into the Term, or on July 22, 2000, then Consultant will
have earned 200,000 warrants (8 months x 25,000 per month = 200,000), with the
remaining 100,000 warrants being cancelled.
IN WITNESS WHEREOF, the parties hereto have duly executed this Addendum
on the date first above written.
XXXXXXXXX.XXX INC.
A Nevada corporation
By: ____________________
Name: XxXxxx Xxxxx, President and Director
RESERVISION, INC.
A Michigan corporation
By: _____________________
Name: __________________
