THIS AGREEMENT made effective the 4th day of January, 2003. BETWEEN:
Exhibit 10.4
THIS AGREEMENT made effective the 4th day of January, 2003.
BETWEEN:
Banyan Corporation, a company incorporated under the laws of the State of Oregon
(hereinafter referred to as "Banyan")
OF THE FIRST PART AND:
Xxxxxxx X. Xxxxxx, Businessman, of the City of Calgary, in the Province of Alberta, Canada
(hereinafter referred to as "Gelmon")
OF THE SECOND PART
AMENDING AGREEMENT
RE: MANAGEMENT AGREEMENT
WHEREAS the Parties hereto have entered a Management Agreement (the “Agreement”), dated May 7th, 2001;
AND WHEREAS the parties hereto are desirous of amending certain provisions contained in the Agreement, as agreed to herein;
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties hereto, the parties agree as follows:
1. | To amend Article 7 of the
Agreement as follows: |
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(i) |
Provision (a.) to be amended
to $120,000 per annum from $60,000 per annum; |
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(ii) |
Provision (b) to be deleted
and replaced with the following: |
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b. |
500,000 options for Class
A Common Shares in the Corporation at the strike price of 5¢ per
share (the “Options”). The Options will vest with Gelmon as
follows: |
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(i) |
the Options shall vest with Gelmon
effective upon the closing date of the purchase of the Chiropractic Clinics
in Lake Charles Louisiana on or about the 29th day of July,
2002 by Chiropractic USA, Inc or its affiliate, Southern Health Care,
Inc. |
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The Options will be exercisable
for 5 years from the date of vesting. The Corporation agrees to register
the Options immediately upon the vesting thereof, or as soon as practicable
thereafter. The Class of Common Shares as referred to herein is intended
to be the publicly traded class of shares currently available in the "over
the counter" market. |
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(iii) |
Provision (c.) to be amended
to $1,000 per month from $500 per month; |
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2. | To amend Article 8 of the
Agreement as follows: |
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By deleting (a) and replacing
it with the following: |
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(a) |
This agreement shall commence
on the date first above written and shall expire on the 31st day
of August, 2004 |
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3. | All other provisions of
the Agreement remain in full force and effect. |
IN WITNESS WHEREOF the parties hereto have hereunto executed the within Agreement as of the 21st day of April, 2004 by their duly authorized signing authorities on their behalf.
Banyan Corporation | |||
Per: | /s/ Banyan Corporation | (c/s) | |
/s/ Xxxxxxx Xxxxxx |