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Exhibit 10.42
SECOND EXTENSION AND MODIFICATION AGREEMENT
THIS SECOND EXTENSION AND MODIFICATION AGREEMENT (the "Second Extension and
Modification") is made as of the 6th day of July, 1999 by and between ▇▇▇▇
▇▇▇▇▇▇ Direct, Inc., a Delaware corporation, ("GPD,Inc."), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
whose address is ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Consultant"),
(collectively the "Parties").
WHEREAS, the Parties (with Golf One Industries, Inc.("Golf One") as predecessor
to GPD, Inc.) have entered into a Consulting Agreement dated as of November 1,
1997 (the "Agreement") attached as Exhibit A and made an integral part hereof;
and
WHEREAS, the Parties (with Golf One as predecessor to GPD, Inc.) have entered
into a Modification Agreement dated as of September 20, 1998 (the "First
Modification") attached as Exhibit B and made an integral part hereof; and
WHEREAS, the Parties (with Golf One as predecessor to GPD, Inc.) have entered
into an Extension and Modification Agreement dated as of the 22nd day of
February, 1999 (the "Extension and Modification") attached as Exhibit C and made
an integral part hereof; and
WHEREAS, the Parties have agreed to extend and modify the Agreement, the First
Modification and the Extension and Modification so that the entire Agreement,
the First Modification and the Extension and Modification remain effective
including the changes pursuant to this Second Extension and Modification;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
contained, GPD, Inc. and Consultant agree as follows:
1. The Term of the Agreement shall extend to the latter of (i) the date upon
which all of Consultant's common stock in GPD, Inc., or any successor thereof,
becomes "unrestricted" and "free trading" as defined in the Securities Act of
1933, or (ii) the date upon which the shares described in (i) above are released
from further restriction, if any, in connection with any "lock up" provisions of
any GPD, Inc. public stock offering.
2. In consideration of the services rendered and to be rendered by Consultant
under the Agreement, the First Modification, the Extension and Modification and
this Second Extension and Modification, GPD, Inc. hereby agrees to further
compensate Consultant in addition to compensation pursuant to the Agreement,
First Modification and Extension and Modification as follows:
(A) GPD, Inc. shall issue as a bonus to Consultant upon the execution
of this Second Extension and Modification Twenty Five Thousand (25,000) shares
of common stock of GPD, Inc.
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3. The Indemnification Agreement identified as Exhibit B to Consultant's prior
Employment Agreement with Golf One dated February 27, 1996 shall continue
through the extended term of the Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Second Extension and
Modification as of the day and year first above written.
▇▇▇▇ ▇▇▇▇▇▇ DIRECT, INC. CONSULTANT
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: President
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