Exhibit 10.8 Amendment to Consulting Agreement with Xxxxxx Xxxxxxxx
AMENDMENT TO CONSULTING AGREEMENT
This Amendment to Consulting Agreement ("Amendment") is executed by and between
Xxxxxx Xxxxxxxx d/b/a Consult & Coach US of 000 Xxxxxx Xxxxxx, Xxxxxx xxx Xxx,
XX 00000 ("Consultant") and Marketing Worldwide Corporation, a Delaware
corporation ("Company") with its principal executive offices at 00000 Xxxxx
Xxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000.
WHEREAS, the Consultant and the Company entered that certain Consulting
Agreement dated August 15, 2003, a true and correct copy is attached as Exhibit
1;
WHEREAS, following the closing under the Purchase Agreement between the Company
and Marketing Worldwide LLC, the Consultant and the Company modified the terms
and conditions of their working relationship; and
WHEREAS, the Consultant and the Company, subject to the terms and conditions of
this Amendment, desire to amend and modify the Consulting Agreement dated August
15, 2003.
NOW THEREFORE, for good and valuable consideration, the Consultant and the
Company agree as follows.
1. The Consulting Agreement ("Agreement") is amended so that the term of the
Agreement shall continue until May 31, 2005. Further, the term of the Agreement
shall automatically extend for an additional twelve (12) month term unless
terminated by the Consultant or the Company upon ninety (90) days prior written
notice.
2. The monthly consulting fee shall increase to Seven Thousand Dollars ($7,000)
per month effective as of July 1, 2004 to reflect the additional
responsibilities assumed by the Consultant in assisting the Company with its
marketing plan, strategic planning, and general business affairs of the Company
since March 2004.
3. The Company and the Consultant agree that the exercise price of the
Consultant's stock option to acquire 200,000 shares of the Company's common
stock shall be at a price equal to 125% of the 30 day average closing bid price
for the Company's common stock for the first 30 days of trading of the Company's
common stock in the U.S. public securities market, including, but not limited to
the OTC, OTCBB, NASDAQ Small Cap, or AMEX.
4. The Company and the Consultant amend the Agreement to strike the first
paragraph following the title "Compensation" and agree that the Consultant shall
not earn or receive any transaction-related compensation, including any fees
based on the amount of cash received by the Company during the term of the
Agreement, or the change in market value of the Company during the term of the
Agreement.
5. The Company and the Consultant agree that the Consultant shall be issued
535,809 shares of the Company's common stock as compensation for services
rendered and to be rendered under the Agreement and Amendment. Further, all
shares shall be issued with a Rule 144 legend to the effect that: THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED
IN RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE ACT
OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF
WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
6. All other terms of the Agreement, not expressly amended shall continue remain
in force among the parties.
IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment
to Consulting Agreement to memorialize in writing their verbal agreements and
understandings.
Dated: October 12, 2004.
Consult & Coach US Marketing Worldwide Corporation
/S/ XXXXXX XXXXXXXX /S/ XXXXXXX WINZKOWSKI
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President Xxxxxxx Winzkowski, President
