10.15 Amendment to Consulting Agreement






Exhibit 10.15




AMENDMENT TO CONSULTING AGREEMENT




     This Amendment, dated as of October 20, 2009 (this “Amendment”), by and among Genesis
Fluid Solutions, Ltd., a Colorado corporation (“GFS”), and Liviakis Financial
Communications, Inc., a California corporation (the “Consultant”), amends that certain
Consulting Agreement, dated as of May 11, 2009, by and between GFS and Consultant (the
“Consulting Agreement”).



     WHEREAS, pursuant to the Consulting Agreement, Consultant has assisted GFS in preparation for
activities related to GFS’ acquisition by a publicly-reporting company and is experienced in the
field of public company awareness and investor relations activities as described in paragraph 2 of
the Consulting Agreement (the “Services”), and shall perform the Services on behalf of the
publicly traded parent of GFS when GFS becomes affiliated with a public company (“Pubco”);
and



     WHEREAS, GFS and Consultant wish to amend the Consulting Agreement to confirm their intentions
regarding the shares and to correct certain inaccuracies in the Consulting Agreement regarding
consideration for the Services to be provided to GFS, and to clarify that certain of the Services
are intended to commence following the Pubco transaction and be provided for the benefit of Pubco;



     NOW THEREFORE, in consideration of the premises, the mutual agreements contained herein and
other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the undersigned agree as follows:



     1. As used in the Consulting Agreement, the “Company” shall mean GFS, provided, however, upon
the closing of the Pubco transaction Pubco shall be deemed to have assumed certain of the
obligations under the Consulting Agreement applicable to Pubco and Consultant shall perform certain
of the obligations under the Consulting Agreement applicable to Pubco for the benefit of Pubco.



     2. Paragraph 4(a) of the Consulting Agreement is deleted and replaced with the following:




	 	a)	 	Purchase of Shares. For undertaking this engagement, the Company agrees to
sell to the Consultant, and Consultant agrees to purchase from the Company, at a purchase
price of $0.0001 per share (the “Purchased Shares”):






	 	Consultant	 	 123,400 shares of restricted Common Stock, par value $0.0001 per share (the
“Common Stock”); and
	 
	 	Michael Bayes	 	 10,000 shares of restricted Common Stock.




Consultant represents and warrants that as of the date hereof, the representations and
warranties of Consultant in the Consulting Agreement are true and correct in all material
respects. The closing on the sale of the Purchased Shares shall be deemed to have occurred
on May 11, 2009. Consultant acknowledges that the Purchased Shares shall be




 









 







exchanged without further action by Consultant for shares of Pubco if and when such
transaction shall occur, at the same rate of exchange as all other shares of Common Stock of
GFS in such transaction. Consultant agrees that Consultant shall be solely responsible for
all taxes in connection with the purchase and sale of the Purchased Shares and any shares of
Pubco into which such Purchased Share may be converted. The Company and Consultant
acknowledge and agree that certificates for the Purchased Shares may be issued to
Consultant, or his designee, or to such additional parties as Consultant shall instruct
Pubco, in writing, Company shall hold the certificate for such shares pending closing of
the Pubco transaction, to be delivered to the transfer agent for Pubco for re-issuance or
original issuance, and Consultant appoints Company its authorized agent for the purpose of
providing Consultant’s instructions for issuance of the Purchased Shares, as converted into
Pubco shares. Consultant hereby represents and warrants that no other person with which
Consultant is associated, as an employee, officer, director, consultant, representative,
advisor or otherwise or who has been or may be associated with this engagement, has any
claim for compensation that may be asserted against Company in connection with this
Consulting Agreement, the Services, for an introducing or finder’s fee, or for any other
reason whatsoever, and that Consultant agrees to indemnify and hold harmless Company and its
employees, officers, directors, consultant, representatives, advisor, predecessors,
successors, and assigns, as a result of the inaccuracy of this representation and warranty,
which indemnification shall be limited to the Purchased Shares and the proceeds thereof.




     4. Except as modified and amended herein, all of the terms and conditions of
the Consulting Agreement shall remain in full force and effect.




     5. This Amendment may be executed in one or more counterparts, each of which shall, for all
purposes, be deemed an original and all of such counterparts, taken together, shall constitute one
and the same Amendment.



[SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the day and year
first above written.



	 	 	 	 	 
	 	GENESIS FLUID SOLUTIONS, LTD.

 	 
	 	By:  	/s/ Michael Hodges
 	 
	 	 	Name:  	Michael Hodges 	 
	 	 	Title:  	President and CEO 	 
	 



	 	 	 	 	 
	 	LIVIAKIS FINANCIAL COMMUNICATIONS, INC.

 	 
	 	By:  	/s/ John Liviakis
 	 
	 	 	Name:  	John Liviakis 	 
	 	 	Title:  	CEO 	 
	 




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