EXHIBIT 10.1
AMENDMENT NO. 1 TO CONSULTING AGREEMENT
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This Amendment No. 1 (the "Amendment") to the Consulting Agreement dated
August 12, 2004 (the "Agreement") by and between Universal Am-Can, Ltd., a
Delaware corporation ("Buyer") and Xxxxxx X. Xxxxx ("Consultant"), is made as of
the 28th day of September, 2005.
WHEREAS, Consultant is spending more time and effort at consulting for the
Buyer than originally envisioned in the Agreement; and
WHEREAS, Buyer and Consultant have agreed to revise the compensation
arrangement in the Agreement to extend the $10,000 compensation rate for an
additional year, but otherwise to leave all other terms of the Agreement
unchanged;
NOW THEREFORE, in consideration of the covenants herein contained, the
parties agree that Section 2B of the Agreement shall be deleted in its entirety
and in lieu thereof the following inserted:
"In consideration of such services, Buyer shall pay to Consultant the
sum of Ten Thousand Dollars ($10,000) per month, such payments to
commence on the Effective Date of the Purchase Agreement between
Consultant and the predecessor to Buyer (the "Purchase Agreement") and
to continue for a period of twenty-four (24) months; and thereafter
Buyer shall pay to Consultant the sum of Five Thousand Dollars
($5,000) per month during years three and four of the term hereof,
with the payment for any portion of a month to be prorated in
accordance with this Section."
All other terms and provisions of the Agreement shall remain unchanged and in
full force and effect.
IN WITNESS WHEREOF the undersigned have executed this Amendment as of the
date first above written.
UNIVERSAL AM-CAN, LTD., a Delaware
corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
President
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Consultant
