AMENDMENT TO CONSULTING AGREEMENT
This Amendment to the Consulting Agreement ("Amendment") is made and entered
into by and between Xxxxx Xxxx ("Consultant") and Imaging Technologies
Corporation (the "Company") on June 12, 1998.
1. Consultant and Company are parties to a Consulting Agreement
("Agreement") entered into as of April 1, 1994 and amended as of
February 25, 1994, January 22, 1997, and April 1, 1998.
2. In consideration of the mutual covenants and agreements set forth
below, Consultant and the Company agree as follows:
(a) Consultant resigns from his position as a Director of the Board
of the Company effective as of the date of this Amendment.
(b) COMPENSATION. Paragraph 3 of the Consultant Agreement as amended
is further amended to provide that for all services Consultant
may render to the Company during the Term of this Agreement as
amended, Consultant will be compensated as follows:
07-01-98 / 06-30-02 Each year $55,583
Such cash compensation shall be payable in monthly installments, of $4,631.91,
in addition to any compensation as provided in paragraph d.
(c) INDEMNITY AND INSURANCE COVERAGE. The Company agrees to defend
and also agrees to indemnify, other than for punitive damages,
Consultant against any claim, damage, debt, liability, action,
cause of action, cost or expense, including attorneys' fees and
costs, actually paid or incurred, arising out of or in any way
connected with Consultant's acts or omissions arising out of
Consultant's service as a Director, officer, or Consultant of the
Company. Company shall continue to include Consultant as a named
insured on the Company's insurance policy or policies for
Director's and Officer's coverage.
(d) WARRANTS. Consultant shall have the Option, exercisable at any
time upon written notice to the Company, to require the Company
to advance compensation otherwise payable to Consultant in an
amount sufficient to fund Consultant's purchase of 209,667 shares
of the Common Stock of the Company at the current warrant price
of $1.00 per share. Except as otherwise set forth in this
paragraph (d), the parties agree that nothing in this Amendment
affects Consultant's rights as a shareholder of the Company, or
affects any Warrants previously awarded to the Consultant.
Company agrees that in exchange for the Consultant signing this
Amendment, the Company will register all of the Consultant's
Warrants that have not yet been registered in a timely manner.
Company further acknowledges that by signing this agreement all
outstanding warrants will be immediately vested.
Date: June 12, 1998 "COMPANY"
IMAGING TECHNOLOGIES CORPORATION
By /s/ Xxxxx Xxxxx
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XXXXX XXXXX CEO
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[Printed Name and Title]
Date: June 12, 1998 "CONSULTANT"
/s/ Xxxxx Xxxx
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XXXXX XXXX
