Exhibit 4.2
AMENDMENT OF MEDIA BUYING AGREEMENT
This Amendment of Media Buying Agreement made as of the 18th day of
November, 2003 between Genio Group, Inc., a Delaware corporation, with
headquarters located at 1120 Avenue of the Americas, Xxxxx 0000, Xxx Xxxx, Xxx
Xxxx 00000 (the "Company"), and CB Associates, LLC, a Delaware limited liability
company with principal offices located at 00 Xxxxx Xxxxxx, #0X, Xxx Xxxx, Xxx
Xxxx 00000 ("CBA").
WITNESSETH
WHEREAS, Genio and CBA entered into that certain Media Buying Agreement
dated as of October 24, 2003 (the "Agreement") and the parties wish to amend the
Agreement upon the terms set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Genio and CBA hereby
agree as follows:
1. All defined terms not otherwise defined herein shall have the
meanings ascribed to them in the Agreement.
2. Section 2(a)(ii) of the Agreement is hereby amended as follows:
200,000 shares of Genio common stock to be registered with the Securities and
Exchange Commission ("SEC") on a Form S-8 Registration Statement and to be
issued in accordance with paragraph 3 below and issued to the CBA designees set
forth on Schedule "A."
3. Section 2(d) of the Agreement is hereby amended as follows: (d)
Genio shall register the 200,000 shares referred to in Paragraph 2 above in a
registration statement on Form S-8 (the "S-8 Registration Statement") to be
filed with the SEC. The S-8 Registrable Securities shall vest at the rate of
100,000 shares of Genio common stock on or before the fifth day of the first
Term Month and 50,000 shares of Genio common stock on or before the fifth day of
the second and third Term Month and shall be delivered in accordance with
Schedule A.
4. In the event of any inconsistency between any of the terms and
conditions of this Amendment of Media Buying Agreement and the Agreement, the
terms and conditions of this Amendment of Media Buying Agreement shall prevail
and control. Except as amended by this Amendment of Media Buying Agreement, the
Agreement and all its terms and conditions are in full force and effect.
5. This Amendment of Media Buying Agreement may be executed in
counterparts, each of which shall be deemed an original.
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IN WITNESS WHEREOF, the parties have caused this Amendment of Media
Buying Agreement to be duly executed by their respective officers or principals
thereunto duly authorized as of the day and year first above written.
GENIO GROUP, INC.
By: /s/ Xxxx Xxx-Xxxx
---------------------------------
Name: Xxxx Xxx-Xxxx
Title: CEO and Chairman
CB ASSOCIATES, LLC
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Member
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SCHEDULE A
1st Traunch - 100,000
Xxxxxx Xxxxx - 45,000
Xxxxxx Xxxxx - 45,000
Xxxxx Xxxxx - 10,000
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100,000
2nd Traunch - 50,000
Xxxxxx Xxxxx - 22,500
Xxxxxx Xxxxx - 22,500
Xxxxx Xxxxx - 5,000
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50,000
3rd Traunch - 50,000
Xxxxxx Xxxxx - 22,500
Xxxxxx Xxxxx - 22,500
Xxxxx Xxxxx - 5,000
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50,000
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