Amendment to and Partial Cancellation of Consulting Agreement
Exhibit
10.9
This
document amends the Consulting
Agreement between Gen2Media Corporation and Vanguard Capital, LLC. The parties
agree that the Consulting Agreement is hereby amended to cancel any cash payment
to Vanguard, and instead, Vanguard has agreed to accept warrants for 2,000,000
shares of common stock of Gen2 for its services. The exercise price for these
warrants shall be 1 cent per share, and may be exercised at any time by
Vanguard. However, in no event will Vanguard ever be entitled to exercise any
of
these warrants if the exercise of same shall cause the overall beneficial
ownership of Vanguard, or its partners, in Gen2 to exceed 9.9% in the aggregate.
The timing of the ability of Vanguard to exercise these warrants shall be
automatically adjusted to insure that neither Vanguard, nor any of it’s partners
always remain below said 9.9% at all times. The shares underlying these warrants
shall be registered along with all other investor shares. All other terms of
the
Consulting Agreement shall remain in effect.
| Vanguard Capital, LLC | Gen2Media Corporation | |||
| By: | By: | |||
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