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Exhibit 10.6
FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENT
This First Amendment, dated January 28, 2000 (this "Amendment"), is
entered into by and between XxxxxXxxxx.xxx Inc., a Nevada corporation (the
"Company"), and Infusion Capital Partners, L.L.C., a Delaware limited liability
company (the "Consultant").
Company and Consultant are parties to a certain Management Services
Agreement dated October 12, 1999 (the "MSA") and are entering into this
Amendment to amend the MSA on the terms and conditions herein. Capitalized terms
used but not otherwise defined herein have the meanings given to such terms in
the MSA.
In consideration of the mutual covenants of the parties set forth in
this Amendment and in the MSA, the parties, intending to be legally bound, agree
as follows:
1. Section 4 of the MSA is hereby amended to delete the second and
third sentences thereof, such that the Warrant shall be exercisable with respect
to all 950,000 shares of the Company's common stock thereunder at an exercise
price of $1.00 per share without regard to the market price of the common stock.
2. Concurrently with the execution of this Amendment, the warrants
dated October 12, 1999, issued by Company to Consultant (consisting of 3
warrants for the purchase, respectively, of 595,000 shares of Company common
stock, 177,500 shares of Company common stock and 177,500 shares of Company
common stock) shall be canceled and a new warrant for the purchase of 355,000,
as contemplated by this Amendment, shall be issued by Company in substitution
for such warrants. Such new warrant, together with the warrant dated October 12,
1999 for the purchase of 595,000 shares, shall constitute the Warrant.
3. Sections 13 through 25 of the MSA are hereby incorporated into and
made a part of this Amendment as though written in full herein. This First
Amendment has been duly authorized by each of the parties. Except as expressly
provided herein, the terms and conditions of the MSA shall continue in full
force and effect and shall not be affected hereby.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first written above.
XXXXXXXXXX.XXX, INC.
By: _________________________________
Xxxxxxxxxx Xxxxxxx, CEO
INFUSION CAPITAL PARTNERS, L.L.C.
By: _________________________________
Xxxxx X. X. Xxxxxx, President
