RESTATEMENT AND
AMENDMENT TO CONSULTING AGREEMENT
THIS RESTATEMENT AND AMENDMENT TO CONSULTING AGREEMENT ("Amendment"), is
hereby made and entered into on the 22nd day of October, 1999, by and among
TrueVision Laser Center of Albuquerque, Inc., a New Mexico corporation;
TrueVision International, Inc., a Delaware corporation, both with their
principal office location at 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxxxxx, Xxx Xxxxxx (collectively "TrueVision"), and BB&A, L.L.C.
(formerly known as RB&A, Inc.), or its missing, with its address being 0000
Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxx ("RB&A").
RECITALS
WHEREAS, TrueVision and RB&A previously entered into a Consulting
Agreement dated February 09, 1998 (the "Consulting Agreement") and restated
and amended on August 25, 1999, where RB&A agreed to provide long term
strategic planning, management consulting services, and marketing and finance
expertise; and
WHEREAS, TrueVision and the RB&A have negotiated certain changes in the
terms of the Consulting Agreement, and each party thereto has agreed to
change certain provisions of the Consulting Agreement by entering in to this
Amendment.
NOW, THEREFORE, in consideration of the mutual covenants contained in
this Amendment, and other good and valuable consideration, the sufficiency
thereof is thereby acknowledged by these parties, TrueVision and RB&A agree
as follows:
1. ACCEPTANCE OF DEMAND NOTE, RB&A agrees to accept a demand note in the
amount of $45,800 with interest of accrue at 8% per annum in lieu of a cash
payment of $31,800 as consideration for the sale to TVI of the balance of
certain stock options and as payments of $6,000 each of the first of October
and November 1999.
2. ENTIRE AGREEMENT. This amendment shall be in addition to the terms of
the original Consulting Agreement heretofore entered in to by these
parties. All provisions of the Consulting Agreement that are not in conflict
with this Amendment shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have cause this Amendment to be executed by
its duly authorized officers, as of the day and year first above written.
TRUEVISION LASER OF ALBUQUERQUE, INC. RB&A, LLC
By: By:
/s/ Xxxx X. Xxxxx /s/ Xxx Xxxxx
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Xxxx X. Xxxxx Attorney-in-Fact
