EXHIBIT 10.2
Addendum to Consulting Agreement
This Addendum ("ADDENDUM") is made this 15th day of February, 2001, to
the Consulting Agreement ("AGREEMENT") between Xxxxxx Xxxxx ("CONSULTANT")
and Tessa Complete Health Care, Inc. ("TESSA") dated January 23, 2001,
hereinafter collectively referred to as the PARTIES.
Whereas the PARTIES desire to make this ADDENDUM to the AGREEMENT and
hereby agree to the terms of this ADDENDUM as follows:
1. Additional Compensation of Consultant - In consideration of the
performance of additional consulting and advisory services relating to
the restructuring and reorganization of TESSA, CONSULTANT is hereby
granted the right to purchase from TESSA shares of common stock at a
price per share of $ .04. . The maximum amount of common stock that
CONSULTANT may purchase under this ADDENDUM shall be 12,500,000 shares.
2. Restricted Securities - CONSULTANT understands that the shares of
common stock to be issued pursuant to Paragraph 1 herein are
characterized as "restricted securities" under the Securities Act of
1933. Consequently the transferability and resale of the common stock
will be limited. Consultant understands that any certificate
evidencing the shares of common stock to be issued hereunder will bear
a legend in substantially the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN
ACQUIRED WITHOUT A VIEW TO DISTRIBUTION AND MAY NOT BE OFFERED,
SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT AND
UNDER ANY APPLICABLE SECURITIES LAWS, OR AN OPINION OF COUNSEL
ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED AS TO SUCH SALE OR OFFER.
3. S-8 Registration Statement - TESSA shall take all corporate action
necessary to reserve for issuance a sufficient number of shares of its
common stock for delivery to CONSULTANT pursuant to Paragraph 1
hereunder. Immediately upon execution of this ADDENDUM, TESSA shall
file a registration statement on Form S-8 (or any successor forms) with
respect to no less than 12,500,000 shares of TESSA common stock and
shall use its reasonable commercial efforts to maintain the
effectiveness of such registration statement or registration statements
for so long as any shares of common stock are earned by consultant
hereunder.
IN WITNESS WHEREOF, the parties have executed this ADDENDUM on the
day and year first above written.
TESSA COMPLETE HEALTH CARE, INC. CONSULTANT
s/s Xxxxxx X. Xxxxxxx s/s Xxxxxx Xxxxx
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By: Xxxxxx X. Xxxxxxx Xxxxxx Xxxxx
Title: President & Chief Executive Officer
