AMENDMENT TO CONSULTANT AGREEMENT
This Amendment to Consultant Agreement is dated the ____ day of July, 2002,
between 21st Equity Partners, LLC, at ▇▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter referred to as "Consultant") and Technology
Connections, Inc., at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as the "Company"). All references to
"We" and "Consultant" as used herein refer to 21st Equity. All references to
"You" or "Company" or "Corporation" refer to Technology Connections, Inc.
WHEREAS, Consultant and the Company entered in a Consulting Agreement dated
March 26, 2002 (the "Consulting Agreement"), which provided for Consultant to
provide certain services to Company in connection with the Company's decision to
transform from a private to publicly traded entity;
WHEREAS, Consultant and Company desire to amend the Consulting Agreement to
eliminate certain provisions that are not representative of their agreement and
understanding;
NOW, THEREFORE, the Consultant and Company hereby agree as follows:
1. The Consulting Agreement provides that the total share percentage to be
paid to 21st Equity for its services under the agreement shall be 4.9% of the
outstanding unrestricted shares of the publicly traded entity. Such
compensation misstates the agreement of the parties. The parties hereby agree
that the total share compensation to be paid to 21st Equity for its services
under the agreement shall equal 1,225,000 shares of Company common stockSuch
stock shall be issued to 21st Equity prior to the Company's initial public
offering, and shall be registered under the Company's first registration
statement on Form SB-2 filed with the SEC. There shall be no additional share
issuances by the Company to 21st Equity under the terms of the Consulting
Agreement.
2. The Consulting Agreement provides that the Company agrees to make
available up to 30% of its total outstanding shares to Consultant for payment
to various professionals within the Consultant's network or referred by the
Consultant for investor relations and market awareness programs. Such an
arrangement misstates the agreement of the parties. The parties hereby agree
that there shall be no additional shares made available to 21st Equity for
investor relations and market awareness programs under the terms of the
Consulting Agreement. Language to the contrary contained in the Consulting
Agreement is hereby deleted.
3. This Amendment to Consulting Agreement is hereby made and entered into by
the Consultant and the Company as of the date first above written.
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21st Equity Partners, LLC Technology Connections, Inc.
BY/s/ ▇▇▇▇ ▇▇▇▇ BY /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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President President
