FIRST AMENDMENT
TO
CONTRACTOR AGREEMENT
THIS FIRST AMENDMENT (this "FIRST AMENDMENT") is made as of August 31,
2004, by and among Narrowstep Limited (registered number 4412126) (the
"SUBSIDIARY"), Narrowstep Inc., a Delaware corporation (the "Company"), and
Adamao Ltd, a United Kingdom Corporation (the "CONTRACTOR"), to amend,
supplement and clarify certain provisions of the Agreement dated November 20,
2003 between the Subsidiary and the Contractor regarding the provision of the
Contractor's services on behalf of the Subsidiary (the "CONTRACTOR Agreement").
Capitalized terms not defined herein have the meanings set forth in the
Contractor Agreement.
W I T N E S S E T H T H A T:
WHEREAS, the Subsidiary and the Contractor entered into the Contractor
Agreement; and
WHEREAS, the parties hereto desire to add the Company as a party to the
Contractor Agreement and to clarify and amend certain provisions of the
Contractor Agreement; and
WHEREAS, the Contractor has agreed to such clarifications and amendments
and is willing to provide the services under the Contractor Agreement as amended
hereby.
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. CLARIFICATION AND AMENDMENT OF SCHEDULE 1. Schedule 1 to the
Contractor Agreement states that:
"Share options in Narrowstep Inc shall be granted at .20c based
on the following plan:
o 25,000 upon implementation of this Contract
o 100,000 on listing on the OTC market of Nasdaq.
o 10,000 per quarter provided agreed turnover and profit
targets for the period have been achieved, these to be
agreed within 2 months of commencement of this
agreement.
o 100,000 per year providing agreed turnover and profit
targets for the period have been achieved, these to be
agreed within 2 months of commencement of this
agreement."
The parties agree that, in satisfaction and in lieu of such requirements and
with the Contractor's consent, Xxxxx Xxxxx, the Managing Director of the
Contractor and a 55% owner of the
Contractor, has been granted prior to the date hereof options for an aggregate
of 265,000 shares of the Company's common stock, which options have an exercise
price of U.S. $0.20 per share, shall expire on December 31, 2008 and which
options have vested or shall vest as follows: (i) 25,000 shares vested January
1, 2004, (ii) 140,000 shares shall vest at such time as the Company meets
certain revenue targets as specified in the option agreement between the Company
and Xxxxx Xxxxx evidencing such option grants, and (iii) 100,000 shares shall
vest upon the effectiveness of that certain Registration Statement on Form SB-2
originally filed by the Company with the Securities and Exchange Commission on
September 9, 2003.
2. RATIFICATION OF CONTRACTOR AGREEMENT. Except as expressly
amended or modified pursuant to the terms of this First Amendment, the
Contractor Agreement shall continue in full force and effect. Contractor hereby
waives any and all rights, whether accrued or contingent, which it may otherwise
have had under the Contractor Agreement pursuant to provisions thereof which
have been modified or superceded by this First Amendment, except, in all cases,
as arise as a result of the provisions hereof. The clarifications and amendments
to the Contractor Agreement contained in this First Amendment shall be
considered an integral part of the Contractor Agreement.
3. CHOICE OF LAW. This First Amendment shall be governed and
interpreted in accordance with English law.
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EXECUTED as a DEED for and on behalf of the Subsidiary by:
/s/ Xxxxxxxx Xxxx
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Director
/s/ Xxxxxx Xxxxxxx
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Secretary
EXECUTED as a DEED for and on behalf of the Company by:
/s/ Iolo Xxxxx
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Iolo Xxxxx, Chief Executive Officer
Signed on behalf of the said ADAMAO LTD by Xxxxx Xxxxx:
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, Managing Director
In the presence of:
/s/ Xxx Xxxxxxx
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Name:
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