EXHIBIT 10.1
------------
EXTENSION OF CONSULTING AGREEMENT
(AMENDMENT NO. 1)
1. PARTIES.
1.1. This Extension of Consulting Agreement Amendment No. 1 (the "Amendment") is
made and entered into effective as of March 1, 2005, by and between ATSI
Communications, Inc. (the "Company"), a Nevada corporation whose address is 0000
Xxxxxxxx Xxxx, Xxxxx 000X, Xxx Xxxxxxx, Xxxxx 00000 and Xxxxxx X. Xxxxxxx &
Xxxxxx X. Xxxx, natural persons (the "Consultant's"), whose address is 00000
Xxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 and amends certain Extension of
Consulting Agreement as of November 1, 2004 (the "Consulting Agreement") by and
between the Company and the Consultant.
2. RECITALS.
2.1. This Agreement is made with reference to the following facts and
circumstances:
(a) The Consulting Agreement provides for the payment of a Consulting
Fee (as defined in the Consulting Agreement) in the form of warrants
to purchase the Company's common stock pursuant to a Warrant Agreement
attached as an exhibit to the Consulting Agreement.
(b) As a result of the Restructure and additional work undertaken by
the Consultants that, neither of which were anticipated at the time of
the Consulting Agreement, the parties wish to amend the Consulting
Agreement to establish a new Consulting Fee and change the terms of
the warrants to purchase the common stock.
2.2. In consideration of the premises, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company and the
Consultant agree as follows.
3. CONSULTING FEE.
Section 4.1 of the Extension of Consulting Agreement is amended to read as
follows in its entirety:
4.1. The Company shall pay the Consultant as a fee for his services
under this Agreement (the "Consulting Fee") warrants to purchase up to
1,250,000 shares of the Company's common stock in the denominations and at
the price per share identified in Exhibit 4.1, which shall be deemed to be
fully earned upon execution of this Agreement.
4. TERM OF EXTENSION.
Section 3.1 of the Extension of Consulting Agreement is amended to read as
follows in its entirety:
3.1. The Company herby engages the services of the consultant, as an
independent contractor for twelve (12) months from March 1, 2005 through
February 28, 2006.
5. REPLACEMENT OF EXHIBIT 4.1
Section 4.1 to the Extension of Consulting Agreement is hereby deleted in its
entirety and replaced with Exhibit 4.1 attached to this Amendment.
6. REVOCATION OF THE WARRANT AGREEMENT AND REPLACEMENT OF EXHIBIT A.
The Warrant Agent Agreement attached as Exhibit A to the Consulting Agreement
and signed by the Company and the Consultant is hereby revoked in its entirety
and deemed to be of no further force or effect. Exhibit A attached to the
Extension of Consulting Agreement is deleted in its entirety and replaced with
Exhibit A attached to this Amendment.
7. RATIFICATION OF THE CONSULTING AGREEMENT.
The Company and the Consultant hereby ratify and confirm the Consulting
Agreement as amended by this Amendment.
IN WITNESS WHEREOF, the parties have executed this Agreement, effective as of
the date first above written.
The Consultants: The Company:
/S/ Xxxxxx X. Xxxxxxx ATSI Communications, Inc.,
------------------------
Xxxxxx X. Xxxxxxx a Nevada corporation
By /S/ Xxxxxx X. Xxxxx
----------------------
/S/ Hunter X. Xxxx Xxxxxx X. Xxxxx
---------------------
Hunter X. Xxxx President & CEO
EXHIBIT 4.1
CONSULTING FEE
-------------------------------------------
NUMBER OF SHARES EXERCISE PRICE PER SHARE
-------------------------------------------
650,000 $ .35
-------------------------------------------
300,000 $ .30
-------------------------------------------
300,000 $ .40
-------------------------------------------
