Exhibit 10.22
Amendment No. 1 Business Consulting Agreement
This Amendment No. 1 to Business Consulting Agreement ("Amendment") is made
and entered as of September 10, 1999 by and between Metro Global Media, Inc., a
Rhode Island corporation (the "Company") and Xxxxxxx X. Xxxxxxx (the
"Consultant") with reference to the following facts:
A. The Company and the Consultant have entered into that certain Business
Consulting Agreement, dated March 19, 1999 (the "Agreement").
B. The parties now desire to amend the Agreement on the terms set forth
herein.
NOW, THEREFORE. For and in consideration of the mutual promises and
agreements contained herein, the parties agree as follows:
1. Section 2 is hereby replaced in its entirety with the following:
"2. NATURE OF SERVICES: The Consultant will use his best efforts and render
advise and assistance to the Company on business-related matters (all of which
services are hereinafter collectively referred to as the "Program"), and in
connection therewith, the Consultant shall:
a. Attend meetings of the Company's Board of Directors, Executive Committee
and Financial Committee(s) when so requested by the Board of Directors.
b. Attend meetings and at the request of the Board of Directors, review,
analyze and report on proposed business opportunities. These meetings are to
include operations and production meetings when the Board of Directors deems
necessary.
c. Consult with the Board of Directors concerning on-going strategic
corporate planning and long-term investment policies, including any revisions of
the Company's business plan.
d. Consult with and advise the Board of Directors with regard to potential
mergers and acquisitions, whether the Company is the acquiring company or the
target of acquisitions.
e. Assist in the preparation and distribution of press releases when so
requested by the Board of Directors to be distributed to the press, news
services, customers, supplies, selected NASD brokers/dealers, financial
institutions and the Company's shareholders.
In addition, the Consultant shall serve as the acting Chief Executive
Officer of the Company until such time as a full-time Chief Executive Officer
has been appointed. As acting Chief Executive Officer, Consultant shall assist
and advise the Company in its efforts to recruit a qualified permanent,
full-time Chief Executive Officer as soon as practicable and, pending such a
recruitment, shall perform all duties that are customary for an officer of a
corporation holding such office and without limiting the generality of the
foregoing, shall do and perform all services, acts and things necessary or
advisable to manage and conduct the business of the Company, subject to the
instructions of and policies and limitations set by the Board of Directors;
provided, however, that Consultant shall at no time have any authority to bind
the Company without prior approval of the Company's Board of Directors and his
sole duties shall be to report recommendations to the Company's Board of
Directors.
Anything to the contrary herein notwithstanding, it is recognized and
agreed that the Consultant's services will not include any service that
constitutes the rendering of legal opinions, performance of work that is in the
ordinary purview of a certified public accountant, or any work that s in the
ordinary purview of a registered securities broker/dealer."
2. The following is added to the end of Section 3 (Compensation):
"Additionally, the Consultant is authorized to incur reasonable expenses
for promoting and conducting the business of the Company, including expenditures
for entertainment and travel, and the Company shall reimburse the Consultant
monthly for all such business expenses upon the presentation of reasonable
documentation establishing the amount and nature of the expenses."
3. Except as provided herein, the terms and conditions of the Agreement
shall remain unchanged and in full force and effect.
4. This Amendment may be executed by facsimile in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the
date first above written.
COMPANY:
Metro Global Media, Inc.
By: /s/ Xxxxx Xxxx
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XXXXX XXXX,
TREASURER
CONSULTANT:
By: /s/ Xxxxxxx Xxxxxxx
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XXXXXXX XXXXXXX
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