Exhibit 99.1
AMENDMENT No. 2 to CONSULTING AGREEMENT
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THIS AMENDMENT NO. 2, effective as of the 15th day of November, 2001 is
entered into between TTI HOLDINGS OF AMERICA CORP., a Delaware corporation with
its principal address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - 6th floor, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ (together with its subsidiaries and affiliates the "Company") and
CROSSOVER ADVISORS, LLC, a New York limited liability company with its principal
address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - 6th floor, New York, New York, 10022 (the
"Consultant").
BACKGROUND
WHEREAS, the Company and the Consultant have entered into a Consulting Agreement
dated as of August 23, 2001 (the "Initial Agreement") and as amended by
Amendment No.1 to the Consulting Agreement dated as of September 6, 2001
("Amendment No.1"; Amendment No.1 and the Initial Agreement collectively
referred to as the "Original Agreement") with regard to the provision by the
Consultant to the Company of certain financial, strategic and marketing
services; and
WHEREAS, as the parties have gained operating experience by working with each
other, the Company believes it is in its best interests, and the Consultant has
agreed, that certain key functions and responsibilities currently provided by
the Company's management should be supplanted by the Consultants personnel; and
WHEREAS, specifically the Company has requested, and the Consultant has agreed,
that the Company's current Chief Executive Officer and President ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ resign such offices and be replaced on an interim basis by the
Consultant's President and Manager ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇.
NOW THEREFORE, the parties intend to amend the Original Agreement and agree to
be legally bound as follows:
1.Paragraph 2.2 of the Agreement ("Staffing") is hereby amended in its entirety
as follows:
"2.2 Staffing. The Consultant will maintain in its employ, or
otherwise have available to it, personnel sufficient in number
and adequate in ability to perform the Services in accordance
with this Agreement. The Consultant will cause and make
available its personnel to perform the Services and
specifically to make available ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to have those
responsibilities and perform those services of President of
the Company and to serve as a member of the Company's Board of
Directors for the term of this Agreement. The Consultant will
have exclusive right to direct and control its personnel
and/or third parties providing the Services, other than in
respect of the Company's right, as the recipient of the
Services, to supervise the performance of Consultant and its
personnel under this Agreement. The Consultant will be
responsible for determining the conditions of employment for
all of its personnel and third parties providing the Services
including working hours, employment and vacation policies. The
Consultant will be solely responsible for compensation of such
personnel and for all withholding taxes, unemployment
insurance, and any other fringe benefits with respect to such
personnel"
3. Paragraph 2.3 of the Original Agreement ("Non-Exclusivity") is to be
renumbered paragraph 2.4 and paragraph 2.4 of the Original Agreement ("Place of
Performance") is to be renumbered paragraph 2.5.
4. New paragraph 2.3 is to be added in its entirety and shall read as follows:
"2.3. Contracts. Subject to the right of the Company to
supervise the Consultant, and limitations set forth in the
last sentence herein, the Consultant will have the right and
authority, to negotiate, enter into and amend contracts, or
take any other action on behalf of the Company in the ordinary
course of its business, acting solely as its agent. The
Consultant, will be authorized to take all action including
the execution and delivery of documents, instruments,
agreements, consents or certificates as they deem necessary or
advisable in carrying out the purpose and intent of this
Agreement as conclusively evidenced by the taking of such
actions. Unless otherwise agreed, the following matters are
outside of the Consultant's authority, and are the
responsibility of the Company's Board of Directors: (a)
hiring, firing and compensating employees, consultants and
third-parties of the Company; (b) negotiating, entering into
or amending leases or long-term liabilities of the Company;
(c) issuing equity or debt in the Company; (d) preparing tax
returns for the Company; (e) committing the company to capital
expenditures not in the budget; (f) approving the budget; and
(g) entering into any agreement to sell any assets of the
Company or acquire the stock or assets of a third-party."
5. Paragraph 4.1 (a) of the Original Agreement is hereby amended, and the
amended paragraph shall be the controlling language, as follows:
4. Compensation
4.1 Sign-On Fee. On the date above, as compensation for engaging
the Consultant and as an inducement for the Consultant to
commit its resources to the Company, the Company shall issue
and deliver to the Consultant, or its authorized designee, on
a non-refundable basis, a total of 950,000 shares of the
Company's common stock $.0001 par value, of which:
a) 210,000 shares shall be free trading and unrestricted
as of the effective date; and
b) 740,000 shares shall bear a restrictive legend and
have immediate registration rights and shall be
included on a registration statement (Form SB-2 or
otherwise) filed by the Company with the SEC (the
"Registration Statement") no later than thirty (30)
days following the date above, the cost and expense
of which will be borne entirely by the Company."
6. Paragraph 5 of the Original Agreement is hereby amended by deleting the last
sentence thereof and substituting in its entirety as follows:
"The Company will pay the Consultant, or an affiliate, an
investment banking fee (which shall include a cash and Warrant
component) with respect to each and every transaction
undertaken by the Company with each party during the time
period, that will be mutually agreed to prior to such
introduction and which will reflect a customary industry fee
arrangement for investment banking services, but shall exclude
any payment of a finders fee."
7. Except as expressly amended by this Amendment No. 2, the Original Agreement
and each and every representation, warranty, covenant, term and condition is
hereby specifically ratified and confirmed.
8. This Amendment No 2 may be executed in several counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same document.
IN WITNESS WHEREOF, the parties have duly executed this Amendment No.2
as of the date first above written.
TTI HOLDINGS OF AMERICA CORP
By: _____________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman, Chief Executive Officer
and President
CROSSOVER ADVISORS, LLC
By: _____________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Manager/COO
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(solely with respect to paragraph 2.2)
