AMENDMENT NO. 1
TO
CONSULTING AGREEMENT
AMENDMENT NO. 1, dated as of June 29, 2001 (the "Amendment"), to the
Consulting Agreement, dated as of October 20, 1999 (the "Agreement"), by and
between Vizacom Inc., a Delaware corporation (the "Company"), and Sinclaire
International ("SI").
W I T N E S S E T H:
WHEREAS, the Company desires to amend the Agreement to add additional
services to be provided by SI thereunder and to extend the term thereof; and
WHEREAS, SI is willing to provide such additional services and to
extend the term as provided herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. AMENDMENTS.
----------
(a) The first sentence of Section 1.1 of the Agreement is hereby
deleted in its entirety and replaced with the following:
"The Company hereby retains SI to (i) provide software,
e-commerce and information technology marketing and sales advisory services for
the Middle East markets to the Company, and (ii) introduce the Company to
potential acquisition targets in the Middle East, for and during the term
hereof, subject to the direction of the Board of Directors of the Company and
the terms and conditions hereof."
(b) The first sentence of Section 1.2 of the Agreement is hereby
deleted in its entirety and replaced with the following:
"SI shall provide software, e-commerce and information
technology marketing and sales advisory services to the Company, shall introduce
the Company to potential acquisition targets in the Middle East, and shall have
such duties as may be reasonably assigned to it from time to time by the Board
of Directors of the Company."
(c) The word "fifth" in the third line of Section 1.3 is deleted
and replaced with the word "sixth".
2. ADDITIONAL COMPENSATION. In consideration of the foregoing,
the Company shall issue to SI 100,000 shares (the "Shares") of common stock,
par value $.001 per share, of the
Company.
3. REPRESENTATIONS AND WARRANTIES. SI hereby represents and warrants to
the Company that is an accredited investor as such term is defined under
Regulation D promulgated pursuant to the Securities Act of 1933, as amended. SI
is acquiring the Shares for its own account, for investment, and not with a view
to the resale or distribution thereof. SI acknowledges that the Shares have not
been registered under the Securities Act, may not be resold or otherwise
transferred or disposed of without such registration or an appropriate exemption
therefrom and from state blue sky laws, and that the certificates evidencing the
Shares will bear a legend to such effect. SI has evaluated the merits and risks
of acquiring the Shares and has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of such
acquisition, is aware of and has considered the financial risks and financial
hazards of acquiring such Shares, and is able to bear the economic risk of
acquiring such Shares. SI has had access to such information regarding the
business and finances of the Company, and has been provided the opportunity to
discuss with the Company's management the business, affairs and financial
condition of the Company and such other matters with respect to the Company as
would concern a reasonable person considering the transactions contemplated by
this Agreement and/or concerned with the operation of the Company including,
without limitation, pursuant to a meeting and/or discussions with management of
the Company.
4. MISCELLANEOUS. (a) This Amendment shall be governed by the
internal laws of the State of New York, without regard to its conflicts of law
principles.
(b) This Amendment shall be binding and effective upon the Company
and SI and their successors and permitted assigns.
(c) This Amendment may be signed in any number of counterparts, each of
which shall be deemed an original. This Amendment and any counterpart so
executed shall be deemed one and the same instrument.
(d) Except as specifically modified herein, the Company and SI agree
that all other terms and conditions of the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date above first written.
VIZACOM INC.
By: /s/ Xxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxx X. Scheonbart
Title: Chief Financial Officer
SINCLAIRE INTERNATIONAL
By: /s/ Xxxxxx Xxxxx
------------------------------
Name:
Title:
