Exhibit 10.4 - Amendment to Management Consulting and
Business Development Agreement with Xxxxxxx Xxxx
AMENDMENT
TO
MANAGEMENT CONSULTING AND
BUSINESS DEVELOPMENT AGREEMENT
AGREEMENT made this 15/th/ day of April, 2002 by and between BBJ
Environmental Technologies, Inc. ("Technologies"), BBJ Environmental Solutions,
Inc. ("Solutions") and Xxxxxxx Xxxx ("Nole").
W I T N E S S E T H:
WHEREAS, Solutions and Technologies (collectively the "Client") entered
into a Management Consulting and Business Development Agreement dated November
1, 2001 (the "Agreement") with Nole pursuant to which Client appointed Nole as
agent and consultant in connection with the development and overseeing of
Client's sales organization and business; and
WHEREAS, the parties desire to amend the Agreement to provide for a
bonus to Nole in recognition of a job well done and to correct the exercise
price of the Series 1 options;
NOW, THEREFORE, it is agreed as follows:
1. Section 4.4 is hereby added to the Agreement to read as follows:
"4.4 On April 15/th/, 2002, BBJ Environmental Technologies shall issue 1,400,000
shares of its Common Stock to Nole as a bonus due under the Agreement in
connection with the business development services he has provided to the Client.
The stock shall be issued under Technologies' Employee Benefit and Consultant
Services Compensation Plan dated November 16, 2000 which has been registered
with the Securities and Exchange Commission under a Form S-8 Registration
Statement, File No. 333-62302. The Form S-8 Registration Statement does not
contain an S-3 re-offer prospectus for stock to be sold of affiliated parties.
Accordingly, in the event that Client determines that Nole may be deemed an
affiliate of the Client at the time of issuance, the stock certificate shall
bear an appropriate restrictive legend unless the resale of the 1,400,000 shares
has been registered pursuant to a Registration Statement. It should be noted
that affiliates can sell stock issued pursuant to a Form S-8 Registration
Statement without a holding period pursuant to Rule 144 of the Securities Act of
1933, as amended."
2. Section 4.3 of the Agreement erroneously states that the exercise
price of the Series 1 Options is $.375 per share. The parties agree that the
correct exercise price of the Series 1 Options is $.1575 per share. The exercise
price of the Series 2 Options of $.375 per share is correct and remains
unchanged.
3. This Amendment is subject to the approval of the respective Board of
Directors of both Technologies and Solutions.
4. The Agreement, as amended herein, represents the entire agreement
between us with respect to the subject matter hereof and supersedes any prior
agreements and understandings between us with respect thereto. The Agreement as
amended herein, may not be modified, amended or waived except by a written
instrument signed by the party to be charged. The Agreement, as amended herein,
shall be governed by and construed in accordance with the internal laws of the
State of Florida, without regard to the principles of conflicts of laws of such
State.
5. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which together shall be deemed
to be one and the same instrument. If a party signs this Amendment and transmits
an electronic facsimile of the signature page to the other party, the party who
receives the transmission may rely upon the electronic facsimile as a signed
original of this Amendment.
BBJ ENVIRONMENTAL TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxxxx, President
BBJ ENVIRONMENTAL SOLUTIONS, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxxxx, President
/s/ Xxxxxxx Xxxx
--------------------------------------
Xxxxxxx Xxxx
