AMENDMENT NO. 2
TO
THAT CERTAIN AGREEMENT
BETWEEN
BARRETT N. WISSMAN
AND
NOVO NETWORKS, INC.
DATED APRIL 4, 2000
This Amendment No. 2 (this "Amendment") is made and
entered into as of January 31, 2003, between Novo Networks, Inc.,
formerly known as eVentures Group, Inc., a Delaware corporation
(the "Company"), and Barrett N. Wissman ("Wissman").
W I T N E S S E T H:
WHEREAS, the Company and Wissman entered into an
agreement as of April 4, 2000, which was amended as of January
10, 2001 (the "Agreement");
WHEREAS, the Company and Wissman desire to change the
nature and terms of the Agreement as set forth in this Amendment;
and
WHEREAS, the capitalized terms used herein without
definition shall have the meaning assigned to such terms in the
Agreement.
NOW, THEREFORE, in consideration of the premises and
the mutual covenants and obligations hereinafter set forth, the
parties agree as follows:
1. Amendment to the Agreement. Effective as of December 31,
2002 (the "Effective Date"), the following amendments are
made to the Agreement:
(a) Position. The position of Wissman shall no longer
be that of President, but shall instead be that of
Chairman of the Board of Directors (the "Board"), a non-
employee position. Wissman shall report directly to
the Board.
(b) Status as Independent Contractor. Wissman shall
function as an independent contractor and shall no
longer be an employee of the Company. As such, Wissman
shall no longer be entitled to any of the benefits
historically provided by the Company solely as a result
of Wissman's status as an employee, except that Wissman
shall be permitted to remain on the Company's health
insurance plan. Wissman, among other things, shall
remain involved in the strategic direction and
development of the Company, shall perform such duties
as may be necessary or appropriate as Chairman of the
Board, and shall engage in such other activities as may
reasonably be requested, from time-to-time, by the
Board. However, Wissman shall not be required by the
Board to devote substantially all of Wissman's business
time to the performance of functions for the Company
under the Agreement.
(c) Compensation. The compensation of Wissman under
the Agreement shall consist solely of an annual fee
equal to one hundred thousand dollars ($100,000),
payable by the Company to Wissman in equal monthly
installments and shall be accounted for by the Company
as Form 1099 compensation.
(d) Term. The term of Wissman's service as Chairman of
the Board under the Agreement shall be expressly at-
will, and may be terminated by either Wissman or the
Board, upon the delivery by either party of thirty (30)
days prior written notice to the other party.
2. Further Amendments. The Company and Wissman hereby
acknowledge that, to the extent that any provisions
contained in the Agreement or any other agreements between
the Company and Wissman not specifically mentioned herein
shall be inconsistent with any provisions contained in this
Amendment, the intent of this Amendment is to provide that
the Agreement or other agreements be amended to be
consistent with this Amendment and that this Amendment shall
control and such inconsistent provisions shall be deemed
modified by this Amendment. Further, each of the Company and
Wissman agrees to provide further assurances that, upon
request, any additional document or agreement to give effect
to the foregoing modifications to the Agreement will be
executed.
3. Assignment. This Amendment shall not be assignable by
either Wissman or the Company.
4. Governing Law. This Amendment and the Agreement shall be
governed by and construed in accordance with the laws of the
State of Texas and without reference to principles of
conflict of laws.
5. Miscellaneous. The provisions of this Amendment shall
survive the termination of Wissman's services with the
Company. This Amendment and the Agreement contain the
entire agreement of the parties relating to the subject
matter hereof. This Amendment and the Agreement supersede
any prior written or oral agreements or understandings
between the parties relating to the subject matter hereof.
No modification or amendment of this Amendment shall be
valid unless in writing and signed by or on behalf of the
parties hereto. A waiver of the breach of any term or
condition of this Amendment shall not be deemed to
constitute a waiver of any subsequent breach of the same or
any other term or condition. This Amendment is intended to
be performed in accordance with, and only to the extent
permitted by, all applicable laws, ordinances, rules and
regulations. If any provision of this Amendment, or the
application thereof to any person or circumstance, shall,
for any reason and to any extent, be held invalid or
unenforceable, such invalidity and unenforceability shall
not affect the remaining provisions hereof and the
application of such provisions to other persons or
circumstances, all of which shall be enforced to the
greatest extent permitted by law. The titles and headings in
this Amendment and the Agreement are inserted for
convenience or reference only and shall not be a part of or
control or affect the meaning of any provision hereof.
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6. Counterparts. This Amendment may be executed by facsimile
signature and in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one
and the same instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have duly executed and
delivered this Amendment as of the date first written above.
NOVO NETWORKS, INC.,
By Order of the Board of Directors
By: /s/ STEVEN W. CAPLE
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Steven W. Caple
President
/s/ BARRETT N. WISSMAN
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Barrett N. Wissman