AMENDMENT NO. 1 TO CONSULTING AGREEMENT
EXHIBIT
10.23
AMENDMENT
NO. 1 TO CONSULTING AGREEMENT
AMENDMENT
NO. 1 TO CONSULTING AGREEMENT, dated as of June 23, 2006 (this “Amendment”), by
and between Wonder Auto Limited, a British Virgin Islands corporation
(“Wonder”), and Heritage Management Consultants, Inc., a South Carolina
Corporation (“Consultant”). Capitalized terms used, but not otherwise defined,
herein have the meanings ascribed to such terms in that certain Consulting
Agreement, dated April 22, 2006, by and between Wonder and Consultant (the
“Agreement”).
BACKGROUND
Wonder
and Consultant are parties to the Agreement (the “Parties”), pursuant to which
Consultant will provide consulting services to Wonder and its affiliates in
exchange for $175,000. The Parties now desire to enter into this Amendment
to
modify the terms of the Agreement as more specifically set forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the mutual promises of the parties hereto, and
of
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.
Amendment
to Section 3 of the Agreement.
The
Agreement is hereby amended to delete Section 3 thereof in its entirety and
in
lieu thereof to insert the following new Section 3:
“a.
In
consideration of the services performed by Consultant in connection with the
financing transaction in June 2006, Wonder hereby agrees to pay Consultant
$160,000 from the proceeds of the financing within 45 days after the closing
of
the financing transaction.
b.
In
consideration of other services to be performed by Consultant, Wonder hereby
agrees to pay Consultant $15,000. Such payments shall be made in three (3)
equal
installments of $5,000 on August 1, 2006, November 1, 2006 and February 1,
2007,
respectively.
c.
All
out of pocket expenses incurred by Consultant and/or its associates shall be
reimbursed by Wonder. If the Reverse Takeover transaction (“RTO”) is not
consummated, Wonder agrees to reimburse Consultant for all out of pocket
expenses incurred up to the date it is determined that the RTO will not be
effected.”
2.
Agreement
Remains in Force.
Except
as expressly set forth in this Amendment, the Agreement remains unmodified
and
in full force and effect.
3.
Miscellaneous.
This
Amendment and the Agreement constitute the entire understanding among the
parties hereto with respect to the subject matter hereof and may not be further
amended, modified or supplemented except as specified in the Agreement. This
Amendment may be executed in any number of counterparts, each of which shall
be
deemed an original and enforceable against the Parties actually executing such
counterpart, and all of which, when taken together, shall constitute one
instrument. Facsimile execution and delivery of this Agreement is legal, valid
and binding execution and delivery for all purposes.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Amendment as of the date first set forth
above.
WONDER AUTO LIMITED | ||
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By: | /s/ Xxxxxxx Xxxx | |
Name: Xxxxxxx Xxxx Title:
Chief Executive Officer, President and
Secretary
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HERITAGE MANAGEMENT CONSULTANTS, INC. | ||
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By: | /s/ Xxx X. Xxxx | |
Name:
Xxx X. Xxxx
Title:
President
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