EXHIBIT 10.29B
AMENDMENT TO SERVICES AGREEMENT
This "Amendment to Services Agreement" (this "Amendment") is made on the
31st day of January, 2000, by and between IFS International Holdings, Inc., a
Delaware Corporation (the "Company"), IFS International, Inc., a New York
corporation and a wholly owned subsidiary of the Company, and any other
subsidiary of the Company and Xxxx X. Xxxxxxxxx (the "Executive"), based on the
following:
A. On March 1, 1999, the Company and the Executive executed that certain
"Agreement for Services " (the "Agreement") whereby the Company
entered into an agreement to fairly compensate the Executive as an
outside Director and its Chairman of the Board of Directors.
B. The Company and the Executive wish to modify the Agreement pursuant to
the terms of this Amendment.
NOW, THEREFORE, THE PARTIES TO THIS Amendment agree as follows:
1. Compensation to the Executive based on the sale of or Change of
Control of the Company(ies). TO WIT:
Irrespective of whether or not the Executive's service is terminated,
if there is a (i) Change of Control; or (ii) transfer or sale of all
or substantially all of the assets of the Company(ies) which is not a
Change of Control; or (iii) transfer or sale of Beneficial Ownership
of more than fifty percent (50%) or more of the total combined voting
power or the Company's then outstanding Voting Securities which may or
may not constitute a Change of Control, then the Companies shall pay
to the Executive an amount equal to 2% of the first 10 million dollars
in value received by the Companies (including cash, securities, debt
or any other form of property) in connection with such Change of
Control, or transfer or sale, 4% of the next $10 million dollars in
value received by the Companies in connection with such Change of
Control, transfer or sale and 6% of any value received by the
Companies in excess of $20 million dollars in connection with such
Change of Control, transfer or sale.
2. All other Terms and provisions of the March 1, 1999 Agreement to
remain. The parties agree that all other terms and provisions of the
Agreement and its Amendment shall remain the same.
WHEREFORE, THE PARTIES HERETO HAVE EXECUTED THIS Agreement in the City of Xxxx,
State of New York as of the date first set forth above.
IFS INTERNATIONAL HOLDINGS, INC.
A Delaware Corporation
By: __________________________________
President & Chief Executive Officer
Xxxxx X Xxxxx
By: ____________________________________
Chairman of the Compensation Committee
of the Board of Directors
XxXxxxx Xxxxxxxx
IFS INTERNATIONAL INC.
A New York Corporation
By: ___________________________________
President & Chief Executive Officer
Xxxxx X. Xxxxx
By: ___________________________________
Chief Operating Officer
Xxxxx Xxxxxxxx
EXECUTIVE:
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Xxxx X. Xxxxxxxxx
