AMENDMENT NO. 1 TO CONSULTING AGREEMENT
THIS AMENDMENT is made effective as of this 1st day of July, 2005
AMONG:
GREENSHIFT CORPORATION, a company formed pursuant to the laws
of the State of Delaware and having an office for business
located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ (referred to herein individually as "GreenShift"
or as the "Consultant")
AND:
TDS (TELEMEDICINE), INC. (referred to herein as "TDST")
WHEREAS, Consultant and Seller are parties to that certain Consulting Agreement,
dated as of dateYear2005Day23Month5May 23, 2005 (the "Consulting Agreement");
WHEREAS, the parties wish to amend certain provisions of the Consulting
Agreement, but wish to have the Consulting Agreement continue in full force and
effect;
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
agreements, representations and warranties contained herein, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Section 3 the Consulting Agreement is hereby amended in its entirety
as follows:
"3. CONSULTING FEES. TDST shall complete a 100:1 reverse stock split (the
"Reverse Split"), after which it will have 1,200,000 shares of common
stock outstanding. In return for the Consultant Services, the
Consultant shall receive the following:
(a) THREE MILLION (3,000,000) split-adjusted shares of registered
TDST common stock immediately upon completion of the Reverse
Split;
(b) ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000) in the form of
registered and price-protected TDST common stock, which shares
shall be due and payable to the Consultant upon the execution
hereof, and FIFTY THOUSAND DOLLARS ($50,000) per calendar quarter
until such time as the Strategic Transaction is complete; and,
(c) Reimbursement of the expenses incurred by the Consultant during
its performance hereunder in the form of cash and/or additional
shares of price-protected TDST common stock, which shares shall
be due and payable to the Consultant as such expenses are
incurred.
(d) Price-Protection Mechanics. The shares of TDST common stock to be
issued to the Consultant pursuant to Sections 3(b) and 3(c)
hereof (the "Protected Shares") shall be fully price-protected by
TDST such that they shall be and at all times remain equal to the
aggregate dollar amount paid to Consultant hereunder upon
issuance (the "Protected Amount"). If, at any time after the
initial issuance hereunder, the Protected Shares are worth less
than the Protected Amount, then TDST shall issue to Consultant
additional Protected Shares such that the total amount of
Protected Shares held by the Consultant is and remains at all
times equal to the Protected Amount; provided, however, that the
Protected Amount shall be reduced by the amount of any cash
proceeds received by the Consultant upon any liquidation by the
Consultant of any Protected Shares."
2. This Agreement shall be governed by all other terms and conditions of the
Purchase Agreement, which remains in full force and effect except as
otherwise provided herein.
[signature page follows]
IN WITNESS WHEREOF the parties have executed this Amendment No. 1 effective as
of the day and year first above written.
GREENSHIFT CORPORATION
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Chairman
TDS (TELEMEDICINE), INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Chairman