FIRST AMENDEMENT TO THE CONSULTING AGREEMENT
COMES NOW, Xxxx Xxxxxxxxx ("Consultant") on one hand and FoneFriend, Inc.
("Company") on the other and for the First Amendment to the Consulting Agreement
("Amendment") the parties hereto state as follows:
WHEREAS, the Company is traded on the XXX.XX under the symbol FFRD and is
registered under the Securities Exchange Act of 1934; and
WHEREAS, the Company has 11,306,361 shares of its Common Stock issued and
outstanding on a fully diluted basis; and
WHEREAS, the parties had entered a Consulting Agreement dated November 20th of
2002. The Consulting Agreement is attached and made apart hereof as Exhibit "A";
and
WHEREAS, the Company has failed to make the required payments of ten thousand
dollars ($10,000) per month since January 1st of 2003; the Company having only
paid the Consultant a total of twenty four thousand dollars ($24,000) to date
since January 1, 2003. Thus the Company is approximately eighty six thousand
dollars ($86,000) in arrears to the Consultant; and
WHEREAS, the Consultant was offered an initial stock bonus whereby he was
allowed to purchase one million five hundred thousand (1,500,000) shares of the
Company's Common Stock for par value ($0.001) as partial compensation for
entering into the Consulting Agreement; and
WHEREAS, the Consultant has worked for reduced pay since January 1st of 2003;
and
WHEREAS, the Company is in breach of the Consulting Agreement; and
WHEREAS, the Company desires that the Consultant continue working for the
Company; and
WHEREAS, the Consultant and the Company agree to the additional compensation as
set forth below in order to remedy the breach and continue inure the benefit of
the Consultants services;
NOW, THEREFORE, the parties hereto agree to the Additional Compensation set
forth below:
ADDITIONAL COMPENSATION
1. Past Due Amount. The eighty six thousand dollars ($86,000), which is due
and owing to the Consultant, shall be paid with 10% interest within 12
months of the date of this Amendment.
2. Common Stock. The Consultant shall receive an additional three million
(3,000,000) shares of FFRD Common Stock at a price of $.001 per share. One
million five hundred thousand (1,500,000) shares shall be registered on a
Form S-8 Registration Statement and one million five hundred thousand
(1,500,000) shares shall be restricted common stock without registration
rights.
3. Anti-Dilution Clause. It is the intention of the parties that the
Consultant not be diluted any lower than (25%) of the capital stock of the
Company during the term of the Consultant Agreement, which continues until
November 20th, 2005.
4. Adjusted Initial Stock Bonus. The Consultant shall be entitled to receive
periodic increases of his initial stock bonus of the same class with
identical registration rights to the new issuances in the percentage set
forth above in paragraph 3. This adjustment shall take place on the first
day of each of the Company's fiscal quarters and on the last day of his
Consulting Agreement, whereby the Consultant shall be entitled to purchase
the additional shares based upon the same terms and conditions as contained
in his initial stock bonus described above.
5. Board Approval. This Amendment has been approved by a vote of the
independent directors of the Company's Board.
6. Surviving Terms. All terms of the Consulting Agreement excepting those in
direct conflict with this Amendment shall remain in full force and effect.
Dated as of the 22nd day of November, 2003 in witness hereof.
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxx Xxxx X. Xxxxxxxxx
FoneFriend, Inc. Consultant
Director
/s/ Xxxxxxxx Xxxxxxx
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Xxxxxxxx Xxxxxxx
FoneFriend, Inc.
Director
/s/ Xxxxxxxx Xxxxxx
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Xxxxxxxx Xxxxxx
FoneFriend, Inc.
Director
ACKNOWLEDGMENT
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STATE OF )
) ss.:
COUNTY OF )
On the __ day of December 2003, before me, the undersigned, a notary public in
and for said State, personally appeared _____________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument,
the individual executed the instrument.
/s/ Notary Public
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Notary Public
