AMENDMENT TO CONSULTING AGREEMENT
AMENDMENT TO CONSULTING AGREEMENT (this "Amendment") is made and
entered into this _____ day of April, 1998, by and between UNITED INFORMATION
SYSTEMS, INC., a Delaware corporation f/k/a "XXXXXX GROUP, INC." ("UIS"), and
2M CAPITAL CORP., a Florida corporation ("Consultant").
W I T N E S S E T H:
WHEREAS, UIS and Consultant entered into that certain Consulting
Agreement dated November 17, 1997 (the "Agreement");
WHEREAS, pursuant to Section 6 of the Agreement, Consultant was
granted certain options to purchase shares of common stock of UIS ("Common
Stock"); and
WHEREAS, the parties desire to amend the Agreement with respect to
certain terms of the "Options") (as such term is defined in the Agreement).
NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, each intending to be legally bound, hereby
agree as follows:
1. Incorporation of Recitals. The foregoing recitals are true and
correct and hereby incorporated herein by this reference.
2. Amendment. Section 6 of the Agreement is hereby amended in its
entirety to read as follows:
6. Options. To facilitate the performance of Consultant
hereunder, and as an inducement to retain executive and
other employees and consultants, Consultant is hereby
granted options ("Options") to purchase 500,000 shares of
Common Stock at $2.22 per share. The options are
transferable and exercisable for a period of two (2) years
from the date hereof; provided, however, that in no event
may any Options be exercised until the first day of the
month following the effective date of the "Registration
Statement" (as hereinafter defined), nor may Options for
more than 41,666 shares of Common Stock in aggregate be
exercised in any one month. Notwithstanding the foregoing,
in the event that the Registration Statement is not declared
effective on or before October 1, 1998, then in such event,
the Options shall become exercisable in an amount of up to
41,666 shares per month
commencing on October 1, 1998 through the date of expiration.
Shares of Common Stock issued or issuable upon exercise of
Options ("Option Shares") are entitled to registration rights,
including piggyback registration rights, and may be included
in a registration statement filed by the Company under the
Securities Act of 1933, as amended, with respect to an
offering for its own account of any class of security (other
than the registration of shares in connection with a merger
pursuant to a Form S-4) or for the account of the Company's
shareholders ("Registration Statement"). The Company shall
file a registration statement registering the Option Shares
not later than April 30, 1998 and will use its best efforts
to cause such registration statement to become effective as
soon as reasonably possible. The Company shall in each case
give written notice of the proposed filing of a Registration
Statement to the holder(s) of the Options and/or Option
Shares at least thirty (30) days prior to the anticipated
filing date. Such notice shall provide such holder(s) with
the opportunity to register such number of Option Shares as
such holder may request. The Company will use its best
efforts to cause the underwriter, if any, to permit the
holders of the Options and/or Option Shares to include
Option Shares in any underwritten offering pursuant to the
Registration Statement on the same terms and conditions as
other shares of Common Stock of the Company included
therein. Notwithstanding the foregoing, if the underwriter
or underwriters of such offering delivers a written opinion
to the Company that the total number of Option Shares which
the holders thereof, together with shares of Common Stock of
the Company or other persons and entities entitled to
include shares of Common Stock in such offering exceeds the
number which can reasonably be sold in such offering, then
the Options Shares to be offered for the account of the
holders of the Options and/or Option Shares will be reduced
pro rata to the extent necessary to reduce the total number
of securities to be included in such offering to the number
recommended by such underwriter. The Company will bear all
expenses of such registration, except that the fees and
expenses of any counsel or other representative of the
holders of the Options and/or Option Shares shall be borne
by them on a pro rata basis. In the event that the Options
are transferred to a third party, and upon the reasonable
request of such third party, the Company shall furnish to
such third party further documentation evidencing the grant
of the Options, including,
but not limited to, a separate option agreement between the
third party and UIS.
3. Controlling Terms. In the event of any inconsistencies between the
Agreement and this Amendment, the terms of this Amendment shall control.
4. Ratification. As amended hereby, the Agreement is hereby ratified
and confirmed.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.
UNITED INFORMATION SYSTEMS, INC. (f/k/a
Xxxxxx Group, Inc.), a Delaware corporation
By:
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Name:
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Title:
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2M CAPITAL CORP., a Florida corporation
By:
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Name:
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Title:
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