Consulting Agreement Amendment
This Consulting Agreement Amendment (the "Amendment") is made and
entered into by and between AmeriNet Xxxxx.xxx, Inc., a publicly held Delaware
corporation with a class of equity securities registered under Section 12(g) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
currently trading on the over the counter bulletin board operated by but not a
part of the NASD under the symbol "ABUY" ("AmeriNet"); and, The Yankee
Companies, Inc., a Florida corporation ("Yankees"; AmeriNet and Yankees being
hereinafter collectively referred to as the "Parties" and generically as a
"Party").
Preamble :
WHEREAS, the Parties entered into a long term consulting agreement
during November of 1998, which calls for the payment of cash fees
starting on November 24, 1999, but AmeriNet lacks the liquid resources
to make such payments, and has requested that Yankees consider
alternative compensation arrangements; and
WHEREAS, Yankees is agreeable to such a modification but believes that
the arrangements must be adequately flexible to permit additional
modifications if required to avoid distortion of the accounting
treatment of AmeriNet's earnings; and
WHEREAS, the Parties have determined that amendment of the Agreement as
set forth below is in their mutual best interests:
NOW, THEREFORE, in consideration for Yankees's agreement to render the
hereinafter described services as well as of the premises, the sum of
TEN ($10) DOLLARS, and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the Parties,
intending to be legally bound, hereby agree as follows:
Witnesseth:
FIRST: Amendments
Section 1.4 of the Agreement is hereby amended as follows:
(A) The initial 365 day period during which AmeriNet is not required to pay
hourly or licensing fees for Yankees services or the use of proprietary
Yankees documents is extended until December 31, 2000, provided,
however, that AmeriNet shall pay compensation in shares of its common
stock for the use of Yankees general counsel as its general counsel, or
for the use of any other Yankees personnel as an officer or director,
based on negotiations and agreements separate and apart from the
Agreement or this Amendment.
(B) The term of the Yankees Class A Options and the related Warrant is
hereby extended to the later of December 31, 2003 or the sixth month
following registration of the Class A Options and the underlying common
stock with the Securities and Exchange Commission; provided that no
part of the Class A Options may be exercised until after January 1,
2001 unless the Agreement is terminated.
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(C) The quantity of the Registrant's common stock subject to the Class A
Options and the related Warrant is hereby increased from 10% to 12.5%
of AmeriNet's outstanding or reserved common stock (the term reserved
indicating stock not issued but allocated for a specific purpose such
as to cover obligations under existing options or agreements and shall
not merely refer to authorized common stock not so specifically
allocated), measured as of the time the last share of common stock
subject to the Warrant is issued, and the aggregate cost for exercise
thereof is hereby increased from $60,000 to $90,000.
(D) Yankees shall continue to have preferential rights to subscribe for any
securities offered by the Registrant by being entitled to a right of
first refusal with reference to subscription therefor at a price equal
to 50% of the price paid by any other subscriber to the subject
offering, limited offering, rights offering or private placement.
SECOND: Survival of Non-amended provisions
Except as amended hereby or as required to fully implement the intent of
the amendments effected hereby, the Agreement shall remain in full force and
effect, except that the Parties hereby agree that to the extent possible under
generally accepted accounting principals and the auditing rules of the
Securities and Exchange Commission, the compensation granted to Yankees under
the Agreement, as amended hereby, shall not be interpreted to require AmeriNet
to treat non-cash compensation as though it had been paid in cash, as an
expense, and then the cash received had been contributed by Yankees to AmeriNet
as a capital contribution, and if such interpretation cannot be legally avoided,
the Parties agree to make negotiate in good faith to modify the terms of the
Agreement so as to provide the compensation called for in a manner that avoids
such accounting treatment.
In Witness Whereof, the Parties have executed this Agreement, effective as
of the last date set forth below.
Signed, Sealed & Delivered
In Our Presence
AmeriNet Xxxxx.xxx, Inc.
----------------------------
/s/ Xxxxxxx X. Xxxxxx
____________________________ By: ____________________________
Xxxxxxx Xxxxxx Jordan, President
Dated: November 23, 1999
The Yankee Companies, Inc.
----------------------------
/s/ Xxxxxxx X. Xxxxxx
____________________________ By: ____________________________
Xxxxxxx Xxxxx Xxxxxx, President
Dated: November 23, 1999
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