EXHIBIT 10.2
AMENDMENT NO. 1
TO
CONSULTING AGREEMENT
This AMENDMENT NO. 1
(the "AMENDMENT") to that certain Consulting
Agreement dated as of March 30, 2009 (the "AGREEMENT")
among PSQ, LLC
("PSQ"), General Employment Enterprises, Inc. (the
"COMPANY") and
Herbert F. Imhoff, Jr. (the "CONSULTANT"), is made and
entered into as
of June 22, 2009, by and among PSQ, the Company and
the Consultant.
Capitalized terms used herein and not otherwise
defined herein shall
have the respective meanings ascribed to them in the
Agreement.
WHEREAS, PSQ, the
Company and the Consultant desire to modify and
amend the Agreement as set forth below.
NOW, THEREFORE, in
consideration of the mutual covenants and
agreements contained herein, and intending to be
legally bound hereby,
the parties hereto agree as follows:
1.
TERM. The first sentence of Section 2 of the Agreement
shall be amended and restated in its entirety to read
as follows:
"The term of this Agreement shall begin on the Closing Date
and shall continue for five (5) years thereafter (the
"Term").
2. BOARD OF
DIRECTORS. Section 3(b) of the Agreement shall be
amended and restated in its entirety to read as
follows:
"b. BOARD OF DIRECTORS. The Consultant shall continue
to
serve on the Board of Directors of the Company for
three (3) years
after the Closing Date at the same level and form of
compensation and
benefits as other outside directors of the Company,
but in no event
shall the Consultant receive less than $2,000 per
month for such
services."
3.
AVAILABILITY. Section 3(d) of the Agreement shall be
amended and restated in its entirety to read as
follows:
"d. AVAILABILITY. The Consultant shall be available
to
render services to the Company under this Agreement
for not more than
twenty (20) hours during any week during the
Term."
4. ANNUAL
FEE. Section 4(a) of the Agreement shall be amended
and restated in its entirety to read as follows:
"a. ANNUAL FEE. During the Term of this Agreement,
the
Company shall pay the Consultant at the rate of
$180,000 per year,
payable in equal monthly installments."
5. SHARE
ISSUANCE. Section 4(d) of the Agreement shall be
amended and restated in its entirety to read as
follows:
"d. SHARE ISSUANCE. In consideration for (1) the
Consultant's agreeing to (i) terminate his Employment
Agreement and
release his rights thereunder (except as specified
herein), (ii)
cancel his options as described in Section 4(c) above,
(iii) grant a
release in favor of the Co
