Exhibit 10.4
AMENDMENT TO CONSULTING AGREEMENT
THIS AMENDMENT TO CONSULTING AGREEMENT (the "Amendment") is made as of the
2nd day of November, 2005, by and between Granite Associates, Inc. (the
"Consultant") and SunnComm International, Inc., a Nevada Corporation with its
principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ (the
"Company").
WHEREAS, the parties entered into a Consulting Agreement on September 1,
2005 and dated August 30, 2005 (the "Consulting Agreement");
WHEREAS, the parties wish to amend the Consulting Agreement as set forth
below;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants herein contained, it is hereby agreed as follows:
1. Paragraph 3 of the Consulting Agreement shall be deleted in its entirety
and replaced with the following:
"3. Non-Circumvention; Exclusivity.
"(a) The Company hereby agrees to maintain the confidentiality of the
Consultant's Investors, except as required by applicable law. Such
Investors shall be those entities or individuals that the Consultant has
introduced to the Company or procured as a potential candidate for a
transaction with the Company. For a period of two years from the date
hereof, the Company will not solicit or enter into any transaction with the
Consultant's Investors without the written consent of the Consultant. If a
transaction other than the exercise of Warrants included in the Equity
Financing, or similar business relationship, is entered into by the Company
with an Investor identified in writing as a Granite contact within two
years from the date hereof, Consultant's Fee shall be due and payable by
Company as outlined in this Agreement.
"(b) The Company and MediaMax agree that, from November 2, 2005 until
December 15, 2005, neither the Company nor MediaMax will, directly or
indirectly, solicit, entertain proposals from, hold discussions or
negotiations with, provide information to, or otherwise cooperate in any
way with, any person or entity other than the Consultant concerning
financing of the Company (whether debt or equity). The Company or MediaMax
will promptly communicate to the Consultant the terms of any proposal,
offer or request for information it may receive in respect of any such
proposed transaction."
2. Any conflict between the provisions of Paragraph 3(b), as amended
hereby, and the use of the words "non-exclusive" or words of similar meaning or
import in the Consulting Agreement shall be resolved in favor of the provisions
of Paragraph 3(b) as amended hereby.
3. Except as herein expressly amended, the Consulting Agreement is ratified
and confirmed in all respects and shall remain in full force and effect in
accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have duly caused this Amendment to
be executed as of the day and year first above written.
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GRANITE ASSOCIATES, INC. SUNNCOMM INTERNATIONAL, INC.
______________________________________ __________________________________
Authorized Signature Authorized Signature
Print Name:___________________________ Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:____________ Date:_____________ Title: President Date:___________
Agreed to and Accepted:
MEDIAMAX TECHNOLOGY CORP.
______________________________________
Authorized Signature
Print Name:___________________________
Title:____________ Date:_____________
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