EX-10.10 8 ex10-10.txt CORPORATE SERVICES AGREEMENT EXHIBIT 10.10 AMENDMENT TO US CORPORATE SERVICES, INC. AGREEMENT WITH HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC. THIS AMENDMENT to the Letter Agreement dated January 19, 2000 by and between US CORPORATE SERVICES, INC. ("U.S.C.S.") of [P.O. Box 308, Brewster, NY 10509]* 33 1/2 Prospect St., Greenwich, CT, 06830, and HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC. ("HNS") of 3750 Investment Lane, Suite #5, West Palm Beach, FL 33404 (the "Agreement") is entered into on this ____ day of February, 2001. RECITALS: WHEREAS, HNS and U.S.C.S. desire to amend their Agreement as set forth in this Amendment; NOW, THEREFORE, in consideration of the promises and covenants contained herein and other good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties hereby agree as follows: 1. U.S.C.S. acknowledges and agrees that the Term (as defined in the Agreement) ended on march 19, 2000, sixty (60) days after January 19, 2000. 2. The first sentence of Section II of the Agreement is hereby replaced in its entirety by the following: If a Transaction is consummated during the Term of the Agreement or within eighteen (18) months after the end of the Term with an investor or lender listed on Exhibit A attached hereto, HNS will pay or cause to be paid to U.S.C.S. a placement fee equal to ten percent (10%) of any Senior Financing (the "Placement Fee"); provided, however, U.S.C.S. shall be entitled to such Placement Fee only if (i) such investor or lender was directly introduced to HNS by U.S.C.S. during the Term; and (ii) U.S.C.S. actively participates in the negotiation and consummation of a Transaction with that investor or lender. [U.S.C.S. shall not be entitled to any fee if either of the two conditions set forth in the preceding sentence are not met.]* (BTM) 3. Section IV of the Agreement is hereby replaced in its entirety by the following: The Agreement is terminated automatically on the expiration of the Term. No termination shall effect U.S.C.S.'s right to compensation earned on or prior to such termination (including, without limitation, the Placement Fee described in Section II of the Agreement). 4. Both U.S.C.S. and HNS agree to amend Section VIII of the Agreement to remove the second & third sentences thereof. 5. The Agreement, to the extent it has not been modified by this Amendment shall remain in full force and effect. This Amendment may be executed in counterparts and by facsimile, all of which counterparts taken together will constitute an original. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written. HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC., a Florida corporation By: /s/ Steven Pomerantz ------------------------------------------ Name: Steven Pomerantz ------------------------------------------ Title: CEO ------------------------------------------ Date: 2-16-2001 ------------------------------------------ US CORPORATE SERVICES, INC., a Florida corporation By: /s/ B.T. McKee ------------------------------------------ Name: Brian T. McKee ------------------------------------------ Title: CEO ------------------------------------------ Date: 2-22-2001 ------------------------------------------ *Deleted in Original. 2 EXHIBIT A (1) Donald Frasier (6) Jeffrey Berman Summit Bank Gruntal & Co. 750 Walnut Avenue One Liberty Plaza Cranford, N.J. 07016 New York, NY 10006-1487 908-709-5367 212-409-2136 (2) Malcolm McGuire (7) RANA Investment Corp. CCRI Attn: Fazal Ahad 3104 E. Camel Back Rd., PMB 539 Olaya St. Phoenix, AZ 85016 P.O. Box 60148 800-828-0406 Riyadh, Saudi Arabia 11545 001-9661-462-6262 (3) Scott Flamm (8) Donald Warner Liberty View Capital Management, Inc. DSW Investments 101 Hudson Street, Suite 3700 320 East 58th Street Jersey City, NJ 07302 New York, NY 10022 201-369-7355 212-832-8897 (4) Philip Levy/Rosemarie Fox (9) [John Richardson Cornerstone Financial Co, LLC Presidential Financial Corp. 354 East 50th Street 13907 N. Dale Mabry Hwy. New York, NY 10022 Suite 205 212-519-2100 Tampa, FL 33616 801-963-7566]* (5) David Boris Robert Kropp (10) Coleman ABBE Ladenburg Thalmann Eisner 590 Madison Avenue 575 Madison Avenue New York, NY 10022 New York, NY 10022 212-409-2139 212-355-1700 (11) M.H. Meyerson (12) James M. Carrazza Steve Fuerbacher/Eric Weisblum Hobbs Melville 201-459-9500 212-785-7222 525 Washington Blvd., 34th Floor 110 Wall Street Jersey City, NJ 07303 New York, NY 10005 (13) Montrose Securities (14) May Davis Group 40 Wall Street, 31st Floor Hunter Singer New York, NY 10005 WTC #1 212-908-1967 New York, NY Attn: Vinnie DeFilippio 212-775-7400 *Deleted in Original. 3