EXHIBIT 10.1(y)
Xxxxxxx.xxx, Inc., 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
Phone: 000-000-0000 Fax: 000-000-0000
As of April 1, 2000
Xxxxx X. Xxxxxxxxx
00 Xxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
RE: AMENDMENT NO. 2 to Consultant Agreement dated March 16, 1999
Dear Xxx:
The Consultant Agreement dated March 16, 1999, ("Agreement") as amended on March
18, 1999 between Xxxxx X. Xxxxxxxxx ("Consultant") and Xxxxxxx.xxx, Inc.
("Company") is hereby amended as follows:
1. Sections 1 and 2 are amended to read as follows:
"1. Retention. The Company retains the Consultant as an advisor of the
Company to provide on call consulting services at times mutually agreeable
to Consultant and Company (the "Consulting Services") for the period (the
"Consulting Period") commencing on April 1, 2000 and terminating on March
31, 2002. The Consultant accepts such engagement and agrees to provide the
Consulting Services, in connection with the operation of the Company's
business."
"2. Compensation. As full and complete compensation for the Consulting
Services for the Consulting Period the Company shall pay and the
Consultant accepts as full and complete compensation 300,000 shares of the
Company's Common Stock ("Shares") in accordance with Section 15.
2. Section 15 is added to the Agreement:
"15(a) Shares Issuance. Consultant covenants and agrees that the Shares of
the Company's Common Stock which Consultant is acquiring pursuant to this
Agreement are being acquired by Consultant, for his own account for
investment only and not with a view to the distribution of all or any part
thereof, as the phrases "investment only" and "distribution" have meaning
under the Securities Act of 1933, as amended, (the "Act"), or for the sale
in connection with any distribution, and that such Shares will not be
transferred except in accordance with the registration requirements of the
Act or as applicable. Consultant understand that under existing law (I)
all of the Shares may be required to be held indefinitely, unless a
Registration Statement is effective and current with respect to the Shares
under the Act or an exemption from such registration is available, (ii)
any sales of the Shares in reliance upon Rule 144 promulgated under the
Act may be made only in amounts in accordance with the terms and
conditions of the Rule, and (iii) in the case of securities to which that
Rule is not applicable and which are not registered, compliance with
Regulations promulgated under the Act or some other disclosure exemption
will be required. The Shares will be authorized but unissued shares of the
Common Stock, $.001 par value
EXHIBIT 10.1(y)
per share, of the Company, and Consultant agrees to sign an Investment
Letter for all Shares issued to him under this Agreement.
"15(b) Consultant covenants and agrees that the certificates representing
such Shares shall contain the following legend, or one similar thereto.
"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("ACT"). NO SALE, OFFER TO SELL OR TRANSFER OF THE SHARES REPRESENTED BY
THIS CERTIFICATE SHALL BE MADE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SHARES UNDER THE ACT, OR AN OPINION OF COUNSEL TO THE COMPANY
THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT."
3. All other terms and Conditions of the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the Consultant has executed this Amendment and the
Company has caused this Amendment to be executed by a duly authorized officer
and to become effective as of the day and year first above written.
Xxxxxxx.xxx, Inc. Agreed and Accepted as of the
Above date
By: /s/ Xxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxxxx
------------------------ ----------------------------
Name: Xxxx X. Xxxxx Xxxxx X. Xxxxxxxxx
Title: President
