AMENDMENT NO. 2 TO THE AMENDED AND
RESTATED CONSULTING AGREEMENT
THIS AMENDMENT NO. 2 TO THE AMENDED AND RESTATED CONSULTING AGREEMENT
(the "Amendment"), made and entered into this 13th day of May, 2004 (the
"Effective Date"), by and between ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, with his principal place of
business at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (hereinafter
referred to as "Consultant"), and PowerChannel, Inc., a Delaware corporation
with its principal place of business at ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as "Corporation").
W I T N E S S E T H:
WHEREAS, the Corporation and SOS Resources Services, Inc., a
corporation of which the Consultant is the sole officer, director and
shareholder, entered into a Consulting Agreement effective the 24th day of
November, 2003 (the "Initial Agreement");
WHEREAS, the Corporation and the Consultant entered into an Amended
and Restated Consulting Agreement effective as of the 20th day of January, 2004
(the "Restated Agreement") which restated and amended the Initial Agreement; and
WHEREAS, the Corporation and the Consultant entered into the Amendment
No. 1 to the Amended and Restated Consulting Agreement effective as of the 9th
day of February, 2004;
WHEREAS, the Corporation and the Consultant are desirous of amending
the Restated Agreement, as amended, so that it reflects the compensation paid to
and received by the Consultant.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
of the parties herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each of the parties
hereto, it is agreed that the following provisions are amended:
1. Section 3.2 of the Restated Agreement is hereby superceded and
replaced with the following:
"3.2 The Corporation has issued an aggregate of 1,160,943
shares of common stock that have been registered with the
Securities and Exchange Commission on a Form S-8 Registration
Statement;"
IN WITNESS WHEREOF, Consultant has hereunto put his hand, and the
Corporation has caused this instrument to be executed in its corporate name by
its duly authorized officer, all as of the Execution Date.
CONSULTANT: CORPORATION:
PowerChannel, Inc.
By:
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, CEO
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