FIRST AMENDMENT
TO
CONSULTING
AGREEMENT
This First
Amendment to Consulting Agreement (this “Amendment”),
executed on November _, 2006 and made effective as of October 3,
2006, is entered between Peter Mateja, an individual residing at
2129 Kawartha Crescent, Mississauga, Ontario L5H 3P8 (the
“CEO”), and Smart Energy Solutions, Inc., a Nevada
corporation with an office currently at 207 Piaget Avenue, Clifton,
NJ 07011 (the “Company”).
WITNESSETH
:
WHEREAS, on
October 3, 2005, the Company and the CEO entered into a Consulting
Agreement (the “Consulting Agreement”), pursuant to
which the Company engaged the CEO as the Chief Executive Officer of
the Company for a one year term expiring on October 2,
2006;
WHEREAS,
subject to and in accordance with the terms and conditions set
forth herein, the Company and the CEO desire to amend the
Consulting Agreement for the purposes of extending the term for an
additional one year period, modifying the compensation terms, and
effecting such other changes as are herein set forth;
WHEREAS,
Section 2.2 of the Consulting Agreement contemplated that the CEO
would receive a bonus of up to $50,000 for services rendered
pursuant thereto; and in lieu of such cash bonus, the parties
hereto desire that the Company issue to CEO 150,000 shares of the
Company’s common stock, as hereinafter set forth;
NOW, THEREFORE,
in consideration of the covenants, promises and representations set
forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound hereby, the parties agree as
follows:
1.
Interpretation
. Except as expressly set forth in
this Amendment, all of the other terms and provisions of the
Consulting Agreement shall remain in full force and effect.
References in the Consulting Agreement to "this Agreement",
"hereunder", "herein", "hereof", and words of like effect shall
mean the Consulting Agreement as so amended by this Amendment. All
capitalized terms used herein that are not defined herein shall
have the meaning given to such terms in the Consulting
Agreement.
2.
Term . The Term is hereby renewed for an additional
one year period commencing as of October 3, 2006 and expiring on
October 2, 2007, unless the Consulting Agreement is terminated
earlier in accordance with the terms thereof.
3.
Amendments to the Consulting
Agreement .
a.
Base Salary
. Section 2.2 of the Consulting
Agreement, relating to the base salary, is hereby amended by adding
the following at the end of such s
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