AMENDMENT NO. 1 TO THE AMENDED AND
RESTATED CONSULTING AGREEMENT
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CONSULTING AGREEMENT (the
"Amendment"), made and entered into this 9th day of April, 2004 (the "Execution
Date"), which is effective as of the 9th day of February, 2004 (the "Effective
Date"), by and between Salvatore Russo, with his principal place of business at
403 East Main Street, Port Jefferson, New York 11777 (hereinafter referred to as
"Consultant"), and PowerChannel, Inc., a Delaware corporation with its principal
place of business at 16 North Main Street, Suite 39, New City, New York 10956
(hereinafter referred to as "Corporation").
W I T N E S S E T H:
WHEREAS, the Corporation and SOS Resources Services, Inc., a corporation of
which the Consultant is the sole officer, director and shareholder, entered into
a Consulting Agreement effective the 24th day of November, 2003 (the "Initial
Agreement");
WHEREAS, the Corporation and the Consultant entered into an Amended and
Restated Consulting Agreement effective as of the 20th day of January, 2004 (the
"Restated Agreement") which restated and amended the Initial Agreement; and
WHEREAS, the Corporation and the Consultant are desirous of amending the
Restated Agreement so that it reflects the compensation paid to and received by
the Consultant and to extend the Consulting Period of the Restated Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual covenants of
the parties herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each of the parties
hereto, it is agreed that the following provisions are amended:
1. Section 3 of the Restated Agreement is hereby superceded and replaced
with the following:
"3. COMPENSATION FOR THE CONSULTING ARRANGEMENT. As full consideration
for the consulting services to be provided by Consultant during the term of
this Agreement, the Corporation agrees to the following:
3.1 The Corporation has issued the Consultant 750,000 shares of
common stock of the Corporation, which such shares have not been
registered pursuant to the Securities Act of 1933 and have the
appropriate Rule 144 restrictive legends, and which have piggyback
registration rights;
3.2 The Corporation has issued an aggregate of 1,460,943 shares
of common stock that have been registered with the Securities Exchange
Commission on a Form S-8 Registration Statement;
3.3 The Corporation has agreed to pay to the Consultant the sum
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of $202,000, which sum was paid or is to be paid to Consultant in
consideration for the Consultant agreeing to extend the Term of
Restated Agreement as set forth in Section 2 of this Amendment;
3.4 The Corporation has granted the Consultant 1,200,000 options
with a five (5) year term and such options have piggyback registration
rights. The exercise price of the options is $.20 per share; and
3.5 In addition to the foregoing, in consideration for the
Consultant agreeing to extend the Term of Restated Agreement as set
forth in Section 2 of this Amendment, the Corporation will grant the
Consultant 2,000,000 options with a five (5) year term and such
options have piggyback registration rights. The exercise price of the
options is $1.00 per share"
2. Section 4 of the Restated Agreement is hereby superceded and replaced
with the following:
"4. TERM OF CONSULTING ARRANGEMENT. The Consulting Arrangement shall
begin effective as of November 24, 2003 and shall continue until November
24, 2005 (the "Consulting Period")
3. Any terms not defined herein shall have the meaning as set forth in the
Restated Agreement.
IN WITNESS WHEREOF, Consultant has hereunto put his hand, and the
Corporation has caused this instrument to be executed in its corporate name by
its duly authorized officer, all as of the Execution Date, which shall be
effective as of the Effective Date.
CONSULTANT: CORPORATION:
PowerChannel, Inc.
By:
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Salvatore Russo Steven Lampert, CEO
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