Exhibit 4.6
Amendment to Consultant Agreement
Amendment to Consultant Agreement, made as of October 30, 2003 (this
"Amendment") between Consumers Financial Corp. having its principal place of
business located at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 (the "Corporation"),
and Xxxxxxx Gold, a private corporate consultant, whose principal place of
business is located at 000 Xxxxxxxx, Xxxxxxxx, XX 00000 (the "Consultant").
Whereas, the Corporation and the Consultant are parties to a Consultant
Agreement dated as of September 12, 2003 (the "Consulting Agreement";
capitalized terms used herein not otherwise defined herein shall have the
meanings ascribed to such terms in the Consulting Agreement) whereby the
Consultant was to provide services to the Corporation on the terms and
conditions contained therein;
Whereas, the Corporation and the Consultant desire to amend the
Consulting Agreement on the terms provided herein.
Now, therefore, in consideration of the premises and of the mutual
promises and covenants herein contained, the parties hereto agree as follows:
1. Term. The Engagement Period shall be extended until January 31,
2004.
2. Additional Compensation. In consideration for the services provided
by the Consultant, the Corporation shall issue to the Consultant 330,000 shares
of common stock of the Corporation. The Corporation shall use its best efforts
to register such shares pursuant to an S-8 registration statement as soon as
practical.
3. Consulting Agreement. Except as otherwise provided herein, all the
terms and conditions of the Consulting Agreement shall remain in full force and
effect and be true and accurate as of the date hereof, including without
limitation, Section 2.3 thereof regarding the services of the Consultant.
4. Reference. On and after the date hereof, each reference in the
Consulting Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of like import, and each reference to the Consulting Agreement in any
other agreement, document or other instrument, shall mean, and be a reference to
the Consulting Agreement, as amended by this Amendment.
5. Counterparts. This Amendment may be executed in counterparts and by
facsimile, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
6. Captions. The captions used in this Amendment are intended for
convenience of reference only, shall not constitute any part of this Amendment
and shall not modify or affect in any manner the meaning or interpretation of
any of the provisions of this Amendment.
7. Binding Effect. This Amendment shall be binding upon and inure to
the benefit of the respective heirs, executors, administrators, representatives
and the permitted successors and assigns of the parties hereto.
8. Governing Law. This Amendment and the rights and obligations of the
parties under this Amendment shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflict of laws rules
applied in such state.
IN WITNESS WHEREOF, the parties hereto have executed the above
Amendment as of the day and year first above written:
Consumers Financial Corporation
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
/s/ Xxxxxxx Gold
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Xxxxxxx Gold
