FIRST AMENDMENT
This First Amendment ("Amendment No. 1") is dated March 29, 2004 and is the
first amendment to the CONSULTING SERVICES AGREEMENT dated November 3, 2003
which was among and between Stanton, Walker & Company and GK Intelligent
Systems, Inc.
It is hereby agreed that paragraph 7 shall be amended:
From:
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7. Term/Termination. This Agreement is for a term of six (6) months ending
May 2, 2004.
To:
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7. Term/Termination. This Agreement is for a term of eighteen (18) months
ending May 1, 2005
Further Agreement
As consideration for Consultant entering into this Second Amendment to the
Agreement, Client agrees to cause shares of its common stock (the "Additional
Consideration"), par value $.001 per share, to be issued to Xxxxxxx X. Xxxxxxx
and Xxxxxxx X. Xxxxxx, affiliates of Stanton, Walker & Company. The total
number of shares shall be 2,200,000 and shall be divided in two and issued in
equal quantities of 1,100,000 shares to Xxxxxxx X. Xxxxxxx and to Xxxxxxx X.
Xxxxxx. When issued, said shares shall be free trading shares, registered with
the U.S. Securities and Exchange Commission on its Form S-8 or similar
registration. The registration and issuance of the 2,200,000 shares shall take
place no later than April 7, 2004. The consultant has the right to request up
to an additional 1,200,000 shares within six months of the execution of this
amendment for delivery within five (5) business days of receipt of written
notice. The additional shares are deemed earned when requested. If for any
reason the Client fails to deliver these additional shares within five (5)
business days, then the Consulting Agreement shall immediately terminate with
no further obligation existing by and between Client and Consultant. All costs
in connection therewith shall be borne by client.
It is hereby agreed that Paragraph 1.4 a ii shall be amended:
From:
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ii. Amount and Payment of Consultant's Fee For Merger/Acquisition.
For a merger/acquisition entered into by Client as a result of the efforts of,
or an introduction by Consultant during the term of this Agreement, Client
shall pay Consultant, two and a half percent (2.5%) of the total value of the
transaction.
To:
---
ii. Amount and Payment of Consultant's Fee For Merger/Acquisition.
For a merger/acquisition entered into by Client as a result of the efforts of,
or an introduction by Consultant during the term of this Agreement, Client
shall pay Consultant, ten percent (10%) of the total value of the
transaction.
All other terms and conditions shall remain the same.
* S I G N A T U R E P A G E F O L L O W S*
CLIENT: GK INTELLIGENT SYSTEMS, INC. (GKIG)
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/s/ Xxxx X. Xxxxxxx
___________________________________________
President , CEO
Title: __________________________________
Date: March 29, 2004
CONSULTANT: STANTON, WALKER & COMPANY
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/s/ Xxxxxxx X. Xxxxxxx
By: _____________________________________
Xxxxxxx X. Xxxxxxx
Its Managing Director
Date: March 29, 2004
