THIS AMENDMENT TO CONSULTING AGREEMENT (the "Amended Agreement") is made
this the 30 day of January, 1998, by and between Accent Software
International, Ltd. (hereinafter referred to as the "Company"); and Investor
Resource Services, Inc. (hereinafter referred to as the "Consultant").
WHEREAS, the parties entered into a Consulting Agreement (the "Original
Agreement") on or about August 4, 1997, which provided, INTER ALIA, that the
Consultant would provide financial and investor relations consulting services
to the Company for a period of one (1) year; and
WHEREAS, the Consultant contends that the Company has violated paragraph
14 of the Original Agreement by issuing stock without obtaining the prior
written approval of the Consultant; and
WHEREAS, the parties desire to modify some of the terms of the Original
Agreement, and to settle any liability arising from the Consultant's claim for
the Company's unintentional breach thereof;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Paragraph 4 of the Original Agreement entitled "COMPENSATION AND
PAYMENT OF EXPENSES" is modified by adding the following sentence:
Expenses incurred by the Consultant in rendering the services
described herein shall be borne by the Consultant unless otherwise
provided for in this Agreement.
2. Paragraph 14 of the Original Agreement entitled "REPRESENTATIONS"
shall be deleted, and the following paragraph is substituted in lieu thereof:
14. REPRESENTATIONS.
Consultant and its employees represent that they are not acting
as either a broker or a brokerage firm, nor are they affiliated or
registered with any securities agency, and are acting merely as a
consultant or advisor.
Company states and represents that there are and will be no S-8
registrations, regulation S placements, and no additional issuance of
securities, options or warrants of any kind, with the exception of
options issued pursuant to the Employee Share Option Plan (1995), the
Non-Employee Share Option Plan (1995) and/or the CEO Share Option Plan
(1997), without ten (10) days' prior written notice to the Consultant.
In the event of any violation by the Company of the representations
as stated above, the Company will pay to the Consultant a penalty equal
to the cash equivalent of ten percent (10%) of the total amount of
shares owed in this Agreement, as amended, computed thirty (30) days
prior to the date upon which the notice should have been given under
this Amended Agreement.
3. As consideration for the modifications contained in this Amended
Agreement and for agreeing to waive (i) any claims the Consultant may have
based upon a breach or breaches by the Company of the Original Agreement; and
(ii) any penalties which may have accrued to the Consultant as a result of
such claims prior to the effective date of this Amended Agreement as provided
herein, the Company agrees to pay to the Consultant, as additional
compensation, the following:
a. The three hundred thousand (300,000) shares of 144 stock
which are referred to in paragraph 4 of the Original Agreement are to be
returned by the Consultant to the Company and reissued as free-trading
stock.
b. The Company will issue an additional four hundred thousand
(400,000) shares of free-trading stock to the Consultant as consideration
for amending the Original Agreement.
c. The Company will use its best efforts to deliver the total
seven hundred thousand (700,000) shares of stock referred to above to
the Consultant, registered and free of any restrictions, on or before
February 15, 1998.
d. To achieve the above delivery date, the Company shall file
a registration statement with the SEC registering the total seven
hundred thousand (700,000) shares of stock referred to above prior to
February 15, 1998, and shall (i) take all appropriate steps to have such
registration statement declared effective as soon after its filing as
possible; and (ii) issue and deliver such shares, free of any
restrictions, on the date such registration statement is declared
effective to meet the February 15, 1998, delivery date.
e. In the event that the registration is not filed on or
before February 15, 1998, the penalties set forth in paragraph 14 shall
be used to calculate damages for failure to file.
4. The amendments made herein to the Original Agreement shall not be
effective as a modification of the Original Agreement unless and until the
full compensation as provided in paragraph 3 of this Amended Agreement has
been paid to the Consultant. Compensation shall only be paid under this
Amended Agreement when any stock issued by the Company as payment has been
fully registered, delivered to the Consultant free of any trading
restrictions, including but not by way of limitation, a 144 restriction.
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5. Until this Amended Agreement is effective, the parties hereby ratify
and confirm all aspects of the Original Agreement which the parties mutually
agree shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment to Consulting Agreement the date and year first above written.
COMPANY: CONSULTANT:
ACCENT SOFTWARE INVESTOR RESOURCE SERVICES, INC.
INTERNATIONAL, INC.
By: /s/ TODD OSETH By: /s/ DANIEL STARCZEWSKI
------------------------ -----------------------------
TODD OSETH, President DANIEL STARCZEWSKI, President
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