Exhibit 10.13
AMENDMENT NO. 1
TO CONSULTING CONTRACT
THIS AMENDMENT NO. 1 is made to that Consulting Contract dated the 3rd
day of October, 1994, by and between TANISYS TECHNOLOGY, INC., of
1310 RR 620 South, Suite B195, Austin, Texas 78734 (the "Company"), and
PARRIS H. HOLMES, JR., of 9311 San Pedro, Suite 300, San Antonio, Texas 78216
(the "Consultant"). The Consulting Contract is hereby amended by substituting
the following paragraph for 3.1:
3.1 The Company shall pay to the Consultant Eight Thousand
and No/100 Dollars ($8,000) per month during the term
of this Contract with the first $8,00000 payment due
and payable July 1, 1995 and continuing each month
thereafter until May 1, 1996, at which time the monthly
payments shall be reduced to Three Thousand and No/100
Dollars ($3,000.00) per month with the final payment
being June 1, 1996.
All of the terms and conditions of the Consulting Contract are hereby
ratified in their entirety.
IN WITNESS WHEREOF, the parties have executed this Amendment NO. 1 to the
Consulting Contract on this 22nd day of June, 1995.
TANISYS TECHNOLOGY, INC.
By: /s/ MARK C. HOLLIDAY
---------------------------
Chairman and CEO
/s/ PARRIS H. HOLMES, JR.
------------------------------
PARRIS H. HOLMES, JR.
CONSULTING CONTRACT
THIS AGREEMENT is made as of the 3rd day of October, 1994.
BETWEEN:
TANISYS TECHNOLOGY, INC., of 1310 RR620 South,
Suite B195, Austin, Texas 78734;
(hereinafter referred to as the "Company")
OF THE FIRST PART
AND:
PARRIS H. HOLMES, JR., of 9311 San Pedro, Suite 300, San Antonio,
Texas 78216.
(hereinafter referred to as the "Consultant")
OF THE SECOND PART
WHEREAS:
A. The Company wishes to contract for the services of the Consultant; and
B. The Consultant has agreed to accept such contract for services upon the
terms and conditions as hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual
covenants herein contained, the parties agree as follows:
1. ENGAGEMENT
1.1 Appointment: The Company hereby contracts for the services of the
Consultant and the Consultant hereby agrees to perform services for the Company
in accordance with the terms and conditions of this Agreement.
1.2 SCOPE OF DUTIES: The Consultant shall have the following
responsibilities and duties:
(a) to generally assist and report to the President of the Company in
regard to financial planning, capital structure and generally
developing corporate strategy.
1.3 BEST EFFORTS: The Consultant shall at all times use his best efforts
to advance the interest of the Company and shall faithfully, industriously and
to the best of his abilities, perform the responsibilities and duties described
above.
2. TERM
2.1 INITIAL TERM: This Agreement shall commence on the date first written
above, continuing until March 31, 1996 and subject to earlier termination as
hereinafter provided.
3. REMUNERATION
3.1 The Company shall pay to the Consultant five thousand dollars ($5,000) per
month during the term of this Agreement within the first payment due and payable
October 1, 1994 and continuing each month thereafter.
3.2 The parties agree that the payment provided for in paragraph 3.1 hereof
does not include reimbursement for all expenses incurred by the Consultant in
connection with his duties hereunder, and the Company shall pay the cost of his
expenses, including any reasonable travel expenses and other specific expenses
incurred by the Consultant which shall be reimbursed by the Company within
fifteen (15) days of its receipt of an invoice from the Consultant
4. CONFIDENTIALITY
4.1 NON-DISCLOSURE: The Consultant shall not, either during the course of
his engagement hereunder or at any time thereafter, disclose to any person,
other than the Directors of the Company or the Company's professional advisors,
any confidential information concerning the business or affairs of the Company,
or its subsidiaries, which the Consultant may have acquired in the course of or
incidental to his appointment hereunder or otherwise, and the Consultant shall
not directly or indirectly use (whether for his own benefit or the detriment or
intended detriment of the Company) any confidential information he may acquire
with respect to the business and affairs of the Company, or its subsidiaries.
5. TERMINATION
5.1 TERMINATION BY THE COMPANY FOR CAUSE: The Company may terminate this
Agreement at any time for just cause, provided that a reasonable written notice
of three business days shall have been first given by the Company to the
Consultant.
5.2 TERMINATION BY THE CONSULTANT: The Consultant may terminate this
Agreement for just cause at any time without notice to the Company, or without
just cause by provide 30 day's notice in writing to the Company.
5.3 DEFINITION OF JUST CAUSE: In this Agreement, in addition to any cause
permitted by law, "just cause" includes:
3
(a) the Consultant's or the Company's gross default, misconduct, breach of
non-observance of any stipulation contained herein;
(b) the dissolution, insolvency or the bankruptcy of the Consultant or the
Company.
For the purposes of this Agreement, a bankruptcy of the Consultant shall be
deemed to occur when the Consultant files a petition on the Company in
bankruptcy, or voluntarily takes advantage of any bankruptcy or insolvency law,
or is adjudicated a bankrupt, or if a petition is filed proposed the
adjudication of the Consultant as a bankrupt and the Consultant either consents
to the filing thereof or such petition is not discharged or denied prior to the
expiration of 60 days from the date of such filing. For the purposes of this
Agreement, the insolvency of the Consultant shall be deemed to occur when such
Consultant's assets are insufficient to pay any of his liabilities as they come
due and the Consultant shall so admit by action or notice to the Company.
6. OTHER PROVISIONS
6.1 GOVERNING LAW: This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas. Notwithstanding the foregoing,
it is agreed that the Consultant may commence an action in respect of the
enforcement of his rights hereunder in any jurisdiction in which the Company
carries on business, has an office or has assets.
6.2 NOTICE: Any notice required or permitted to be given under this
Agreement shall be in writing and may be delivered personally or by telex or
telecopier, or by prepaid registered post addressed to the parties at the above-
mentioned addresses or at such other address of which notice may be given by
either of such parties. Any notice shall be deemed to have been received, if
personally delivered or by telex or telecopier, on the date of delivery and, if
mailed as aforesaid, then on the seventh business day after and excluding the
day of mailing.
6.3 INDEMNITY: The Consultant shall indemnify the Company and save it
harmless from and against any and all claims, actions, damages, liabilities and
expenses arising out of or in connection with a breach of any kind by the
Consultant of any provisions, covenants, conditions and warranties contained in
this Agreement, or any other matter arising whatsoever out of this Agreement.
6.4 This Agreement supersedes any previous agreement, arrangement or
understanding, whether written or oral between the parties hereto.
6.5 The Consultant is an independent contractor, and notwithstanding anything
contained herein to the contrary, this Agreement does not create and is not
intended to create a relation of master-servant between the parties hereto.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first written above.
4
TANISYS TECHNOLOGY, INC.
By: /s/ MARK C. HOLLIDAY
--------------------------------------
Chairman & Chief Executive Officer
By: /s/ PARRIS H. HOLMES, JR.
--------------------------------------
9311 San Pedro, Suite 300
San Antonio, Texas 78216
5