FIRST AMENDMENT TO CONSULTING AGREEMENT
FIRST
AMENDMENT TO
This
First Amendment to Consulting Agreement (this “Amendment”), executed on November
_, 2006 and made effective as of October 3, 2006, is entered between Xxxxx
Xxxxxx, an individual residing at 0000 Xxxxxxxx Xxxxxxxx, Xxxxxxxxxxx, Xxxxxxx
X0X 0X0 (the “CEO”), and Smart Energy Solutions, Inc., a Nevada corporation with
an office currently at 000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000 (the
“Company”).
WITNESSETH
:
WHEREAS,
on October 3, 2005, the Company and the CEO entered into a Consulting Agreement
(the “Consulting Agreement”), pursuant to which the Company engaged the CEO as
the Chief Executive Officer of the Company for a one year term expiring on
October 2, 2006;
WHEREAS,
subject to and in accordance with the terms and conditions set forth herein,
the
Company and the CEO desire to amend the Consulting Agreement for the purposes
of
extending the term for an additional one year period, modifying the compensation
terms, and effecting such other changes as are herein set forth;
WHEREAS,
Section 2.2 of the Consulting Agreement contemplated that the CEO would receive
a bonus of up to $50,000 for services rendered pursuant thereto; and in lieu
of
such cash bonus, the parties hereto desire that the Company issue to CEO 150,000
shares of the Company’s common stock, as hereinafter set forth;
NOW,
THEREFORE, in consideration of the covenants, promises and representations
set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties agree as follows:
1.
Interpretation.
Except
as expressly set forth in this Amendment, all of the other terms and provisions
of the Consulting Agreement shall remain in full force and effect. References
in
the Consulting Agreement to "this Agreement", "hereunder", "herein", "hereof",
and words of like effect shall mean the Consulting Agreement as so amended
by
this Amendment. All capitalized terms used herein that are not defined herein
shall have the meaning given to such terms in the Consulting
Agreement.
2.
Term.
The
Term is hereby renewed for an additional one year period commencing as of
October 3, 2006 and expiring on October 2, 2007, unless
the Consulting Agreement is terminated earlier in accordance with the terms
thereof.
3.
Amendments
to the Consulting Agreement.
a.
Base
Salary.
Section
2.2 of the Consulting Agreement, relating to the base salary, is hereby amended
by adding the following at the end of such section: “Effective from and after
October 3, 2006, the annual Base Salary shall be equal to One Hundred Seventy
Thousand Dollars ($170,000).”
b.
Reimbursement
of Accomodation Expenses.
Section
3.4 of the Consulting Agreement, relating to the Company’s provision of an
apartment on behalf of the CEO, is hereby amended by deleting the second
sentence of such section, which begins with the words “The Company agrees to
rent an apartment…”, and substituting in lieu thereof the following:
As
reimbursement for accommodation expenses incurred by the CEO, the Company shall
pay the CEO Seven Hundred Dollars ($700) per month during each month of the
Term, commencing as of October 2006, which sum shall be paid simultaneously
with
the payment of the installments of the CEO’s Base Salary.
c.
Termination
without Cause.
Section
4.1 of the Consulting Agreement, relating to the Company’s right to terminate
the agreement without cause, shall be deleted in its entirety and the following
shall be substituted in lieu thereof:
4.1
Termination
without Cause.
The
CEO's
engagement hereunder may be terminated by the Company without Cause at any
time
and without notice provided that the Company pays the CEO under normal payroll
practices for the next six (6) months immediately following such termination.
Notwithstanding anything contained herein to the contrary, during said six
(6)
month period the Stock Options shall continue to vest.
d.
Change
of Control.
Section
4.3 of the Consulting Agreement is hereby amended by inserting the following
at
the beginning of such section:
If
the
Company undergoes a Change of Control (hereafter defined), either the Company
or
the CEO may immediately terminate this Agreement upon written notice to the
other party within
six (6) months after the date of such Change of Control. Upon such termination,
the Company shall pay the CEO under normal payroll practices for the next twelve
(12) months immediately following such termination. Notwithstanding anything
contained herein to the contrary, during said twelve (12) month period the
Stock
Options shall continue to vest.
4.
Payment
of Bonus for Period October 3, 2005 until October 2, 2006.
The
parties hereby agree that, in lieu of the cash Bonus to which the CEO was to
receive pursuant to Section 2.2 of the Consulting Agreement for services
rendered during the period October 3, 2005 until October 2, 2006, the Company
shall issue to CEO on the date hereof one hundred fifty thousand (150,000)
shares of the Company’s common stock.
5.
General
Provisions.
This
Amendment together with the Consulting Agreement set forth the entire agreement
and understanding of the parties in respect of the transactions contemplated
hereby and supersedes all prior and contemporaneous agreements, arrangements
and
understandings of the parties relating to the subject matter hereof. No
representation, promise, inducement, waiver of rights, agreement or statement
of
intention has been made by any of the parties which is not expressly embodied
in
the Consulting Agreement, as amended hereby. This Amendment may be executed
simultaneously in two or more counterparts and by facsimile, each of which
shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
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IN
WITNESS WHEREOF, the parties have entered into this Amendment as of the day
and
year first above written.
| SMART ENERGY SOLUTIONS, INC. | ||
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By: /s/
Xxxxxx Xxxxxxx
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Name:
Xxxxxx Xxxxxxx
Title:
Chief Financial Officer
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| /s/
Xxxxx
Xxxxxx
XXXXX XXXXXX |
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