Exhibit 10.41
AMENDING AGREEMENT
This Amending Agreement is dated as of December 1, 2000, and is by and
between cMeRun Corp., a Delaware corporation ("cMeRun") and _______________, a
member of the Board of Directors of cMeRun ("Director").
RECITALS
WHEREAS, the parties hereto executed an Agreement dated ______________
(the "Directorship Agreement"), appended hereto as EXHIBIT A, Section 2.3 of
which provides that cMeRun shall issue to Director 50,000 restricted common
shares of the Company (the "Shares");
WHEREAS, the Company has never issued the Shares;
WHEREAS, the Director, with the consent of cMeRun, wishes to reject
the right to receive the Shares; and
WHEREAS, in consideration of the agreements set forth herein, the
parties wish to amend the Directorship Agreement to remove the provision
regarding the issuance of the Shares.
AGREEMENT
Now, therefore, for good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. The Directorship Agreement shall be amended by deleting Section 2.3
thereof.
2. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. No such
party may assign either this Agreement or any of its rights, interests or
obligations hereunder without the prior written approval of the other parties
hereto.
3. This Agreement may be executed in counterparts, all of which shall
be considered one and the same instrument, each being deemed to constitute an
original, and shall be effective when one or more counterparts have been signed
by each party and delivered to the other parties, which delivery may be made by
facsimile transmission.
4. This Agreement shall be governed by, and interpreted in accordance
with, the laws of, the Commonwealth of Massachusetts, without regard to any
applicable conflicts of law.
IN WITNESS WHEREOF, cMeRun and Director have caused this instrument to
be executed, under seal, in counterparts, as of the date first above written.
DIRECTOR
By:
------------------------------------
CMERUN CORP.
By:
------------------------------------
Name: