EXHIBIT 10.18
AMENDMENT NO. 5
TO
CONSULTING SERVICES AGREEMENT
THIS FIFTH AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated September 12,
2005 (the "Fifth Amendment"), is by and between ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ of
▇▇▇▇▇▇▇▇▇▇▇ International Investments, LLC (the "Consultant"), and NANNACO,
Inc., a Texas corporation (the "Client").
RECITALS
A. The Consultant and the Client entered into a Consulting Services
Agreement dated February 3, 2005, a copy of which is attached hereto as Exhibit
A (the "Agreement"), pursuant to which the Consultant agreed to provide certain
consulting services to the Client.
B. The Consultant and the Client entered into an Amendment No. 1 to
Consulting Services Agreement dated March 3, 2005, a copy of which is attached
hereto as Exhibit B (the "First Amendment"), pursuant to which the Consultant
agreed to provide certain additional consulting services to the Client.
C. The Consultant and the Client entered into an Amendment No. 2 to
Consulting Services Agreement dated April 6, 2005, a copy of which is attached
hereto as Exhibit C (the "Second Amendment"), pursuant to which the Consultant
agreed to provide certain additional consulting services to the Client.
D. Consultant and the Client entered into an Amendment No. 3 to Consulting
Services Agreement dated May 16, 2005, a copy of which is attached hereto as
Exhibit D (the "Third Amendment"), pursuant to which the Consultant agreed to
provide certain additional consulting services to the Client.
E. Consultant and the Client entered into an Amendment No. 4 to Consulting
Services Agreement dated July 28, 2005, a copy of which is attached hereto as
Exhibit E (the "Fourth Amendment"), pursuant to which the Consultant agreed to
provide certain additional consulting services to the Client.
F. Client and Consultant wish to amend Section 2 and Section 6 of the
Agreement to provide for additional consideration in exchange for additional
consulting services and to extend the term of the Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and the mutual
agreements, representations, warranties and covenants contained herein, and for
other good and valuable consideration the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
A. Section 2 of the Agreement shall be deleted in its entirety and is hereby
amended to read as follows:
"2. Consideration.
Client agrees to pay Consultant, as his fee and as consideration for
services provided, 5,000,000 shares of common stock of the Client, which shares
shall be registered on Form S-8 with the United States Securities and Exchange
Commission (the "SEC"). By amendment dated March 3, 2005 Client agrees to pay
Consultant an additional 7,500,000 shares of common stock of the Client, which
shares shall be registered on Form S-8. By amendment dated April 6, 2005 Client
agrees to pay Consultant an additional 15,000,000 shares of common stock of the
Client, which shares shall be registered on Form S-8. By amendment dated May 16,
2005 Client agrees to pay Consultant an additional 23,333,333 shares of common
stock of the Client, which shares shall be registered on Form S-8. By amendment
dated July 28, 2005 Client agrees to pay Consultant an additional 32,500,000
shares of common stock of the Client, which shares shall be registered on Form
S-8. By amendment dated September 12, 2005 Client agrees to pay Consultant an
additional 1,666,666 shares of common stock of the Client, which shares shall be
registered on Form S-8. Shares issued pursuant to this Agreement shall be issued
to ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, the natural person performing the consulting services
for Client through Consultant. All shares and certificates representing such
shares shall be subject to applicable SEC, federal, state (Blue sky) and local
laws and additional restrictions set forth herein."
B. Section 6 of the Agreement shall be deleted in its entirety and is hereby
amended to read as follows:
"6. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date appearing first above
and terminate twelve (12) months thereafter (the "Term"). Unless otherwise
agreed upon in writing by Consultant and Client or otherwise provided herein,
any amendment to this Agreement shall automatically have the effect of extending
the Term of the Agreement until the later of one hundred eighty (180) days
following the original Term or for an additional one hundred eighty (180) days
following the date of such amendment."
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and have agreed to and accepted the terms herein on the date written above.
CLIENT:
NANNACO, INC.
By:
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: CEO
CONSULTANT:
By:
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
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