EXHIBIT 10.16.2
FIRST AMENDMENT TO
INDEPENDENT CONTRACTOR SERVICES AGREEMENT
by and between
NEAH POWER SYSTEMS, INC.
and
XXXXX STRATEGIC CONSULTING, LLC
THIS FIRST AMENDMENT TO INDEPENDENT CONTRACTOR SERVICES AGREEMENT (the
"AMENDMENT"), is made by and between Neah Power Systems, Inc. ("NEAH POWER") and
XxXxx Strategic Consulting, LLC, a Delaware limited liability company ("XXXXX
STRATEGIC"), as of February 15, 2006.
RECITALS
WHEREAS, Neah Power and XxXxx Strategic entered into that certain Independent
Contractor Services Agreement, dated as of February 15, 2005 and attached hereto
(the "AGREEMENT"), whereby XxXxx Strategic agreed to provide certain consulting
services to Neah Power in exchange for certain compensation;
WHEREAS, Neah Power and XxXxx Strategic have enjoyed success in their work under
the Agreement and have created expanded opportunities for Neah Power in the
federal marketplace;
WHEREAS, Neah Power and XxXxx Strategic desire to enter into this Amendment to
extend the term of the Agreement and to increase the compensation paid by Neah
Power to XxXxx Strategic.
AMENDMENT
NOW THEREFORE, in consideration for the premises set forth above, and for other
good and valuable consideration, Neah Power and XxXxx Strategic hereby agree to
amend the Agreement as follows (all capitalized terms used herein shall be
deemed to have the meanings set forth in the Agreement):
1. Section 2 of the Agreement shall be amended and restated to read in
its entirety as follows:
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"2. COMPENSATION.
a. RETAINER FEE. As compensation for services rendered under
this Agreement, Neah Power shall pay XxXxx Strategic a
monthly cash retainer fee (the "RETAINER FEE") in the amount
of Fifteen Thousand dollars ($15,000) per month, for the
period April 15, 2006 to August 15, 2006.
b. RETAINER FEE REVIEW. On or after August 15, 2006, Neah Power
and XxXxx Strategic agree to assess the success of their
endeavors under this Agreement, and further agree to
negotiate in good faith for the purpose of increasing the
Retainer Fee to Eighteen Thousand dollars ($18,000) for the
remaining term of this Agreement."
2. Section 4 of the Agreement shall be amended and restated to read in
its entirety as follows:
"4. TERM. This Agreement shall remain in place from February 15, 2006
until February 14, 2007, or until terminated by either Neah Power or
XxXxx Strategic as provided for in this Agreement. This Agreement
shall be renewable after one year upon written consent of both Neah
Power and XxXxx Strategic."
3. All other provisions of the Agreement not inconsistent with this
Amendment shall remain in full force and effect.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, Neah Power and XxXxx Strategic have caused this First
Amendment to Independent Contractor Services Agreement to be executed by their
duly authorized representatives as of the date first set forth above.
NEAH POWER SYSTEMS, INC.: XXXXX STRATEGIC CONSULTING, LLC:
By: /s/ Xxxx Xxxxxxxxxx By: /s/ Xxxxx XxXxx
------------------- ---------------
Name: Xxxx Xxxxxxxxxx Name: Xxxxx XxXxx
Title: President & CEO Title: President & CEO
Address: 00000 00xx Xxx XX Address: XxXxx Strategic Consulting, LLC
Suite 161 701 Pennsylvania Avenue, NW
Bothell, Xxxxxxxxxx 00000 Xxxxx 000
Xxxxxxxxxx, XX 00000
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