EXHIBIT 3.7
AMENDMENT NO. 1
TO THE
CONSULTING AGREEMENT
This Amendment No. 1 (the "Amendment") to the Consulting Agreement by and
between Profile Technologies, Inc. (the "Company") and X.X. Xxxxxxxx & Co., Inc.
(the "Consultant", and together with the Company, the "Parties"), dated April
11, 2007 (the "Consulting Agreement"), is entered into by and between the
Company and the Consultant on April 1, 2009. Capitalized terms used herein but
not defined shall have the meanings set forth in the Consulting Agreement.
W I T N E S S E T H:
WHEREAS, the Parties are party to the Consulting Agreement;
WHEREAS, the Parties desire to amend the Consulting Agreement to adjust the
amount of compensation owed to the Consultant under Section 3 of the Consulting
Agreement; and
WHEREAS, the Parties desire to amend the Consulting Agreement to extend the
Term of the Consulting Agreement under Section 2 thereof.
NOW, THEREFORE, in consideration of the premises, the mutual agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:
1. Section 2 of the Consulting Agreement is hereby deleted in its entirety
and replaced with the following:
2. This Agreement shall continue for an initial period of
three years from the date hereof (the "Term") and the
compensation for the Term of the Agreement is found in
Section 3(i) hereto. Following the expiration of the Term,
the Agreement shall continue until April 11, 2011 (the
"Extended Term") and the compensation for the Extended Term
is found in Section 3(ii) hereto.
2. Section 3(ii) is hereby added to the Consulting Agreement and shall read
as follows:
(ii) To issue to the Consultant 100,000 restricted shares of
common stock of the Company for the services provided by the
Consultant to the Company during the Extended Term hereof.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have hereunto set their respective
hands and seals as of the day and year first above written.
COMPANY:
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PROFILE TECHNOLOGIES, INC.
By:
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Xxxxx X. Xxxxxx,
Chief Executive Officer
CONSULTANT:
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X.X. XXXXXXXX & CO., INC.
By:
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Xxxxx Xxxxxx,
President
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