frm10q-ex102_30sep08mvi.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
10.2

    


    AMENDMENT
TO EMPLOYMENT AGREEMENT

    


    THIS
AMENDMENT, dated as of October 22, 2008 (this “Amendment”) to the Employment
Agreement referred to below is entered into by and between Millstream Ventures,
Inc., a Nevada corporation (the “Company”), and Denny W. Nestripke (the
“Employee” or the “Service Provider”)

    


    Recitals:

    


    WHEREAS,
the parties have entered into that certain Employment Agreement, dated as of
April 1, 2008 (the “Original Employment Agreement”) between the Company and the
Employee, pursuant to which the Employee agreed to provide services to the
Company as an executive and employee of the Company;

    


    WHEREAS, the Employee wishes to resign
as the sole officer and director of the Company, but to continue to provide
part-time accounting and related services to the Company; and

    


    WHEREAS,
the parties now wish to amend the Original Employment Agreement and to convert
the Original Employment Agreement into a Service Agreement.

    


    NOW
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereby
agree as follows:

    


    SECTION
1.                                Amendments.

    


    (a)           Amendment to name of the Original
Employment Agreement.  The name of the Employment agreement is
hereby amended to read “Service Agreement” and all references hereinafter shall
be to the Service Agreement.

    


    (b)           Amendment to Section 1
(Employment).  Section 1 of the Service Agreement is amended to
read as follows:

    


    Services.  The
Company hereby engages the Service Provider, and the Service Provider hereby
accepts such engagement, to provide part-time, as-needed accounting and related
services for the Company, on the terms and conditions set forth in this
Agreement.

    


    (c)           Amendment to Section 2 (Positions
and Duties).  Section 2 of the Agreement is deleted in its
entirety.

    


    (d)           Amendment to Section 3.2
(Reimbursable Expenses).  Section 3.2 of the Service Agreement
is deleted in its entirety.

    


     (e)           Amendment to Section 4
(Term).  Section 4 of the Service Agreement is amended to read
as follows:

    


    Term.  This
Amendment shall be effective commencing November 1, 2008, and the Service
Agreement shall be terminable by mutual consent or by either party upon thirty
(30) days written notice to the other party; provided that this Agreement shall
terminate automatically upon the closing of a reverse acquisition transaction
between the Company and an operating business.

    


    (f)           Amendment to Section 5 (Death or
Incapacity of Executive).  Section 5 of the Service Agreement
is deleted in its entirety.

    


                          (g)           Amendment to Section 6 (Redemption
of Stock).  This Amendment shall be deemed an Optional Buy-Out
Event for purposes of Section 6.  Nevertheless, the Service Provider
shall not exercise his option to tender the Buy-Out Shares to the Company prior
to the earlier of the following:  (i) March 31, 2009; (ii) the
termination of the Service Agreement by the Company; or (iii) the closing of a
reverse acquisition transaction with an operating business.

    


    (h)           Addition of Section
16.  Section 16 is hereby added to the Service Agreement to
read as follows:

    


    Independent
Contractor.  Service Provider agrees that in performing his
duties under this Agreement, he is acting as an independent contractor and not
as an employee, representative, or agent of the Company.  As an
independent contractor, the Service Provider shall not be eligible for any
benefits which the Company may provide to its employees.  All persons,
if any, hired by the Service Provider to perform this Agreement, including, but
not limited to, his employees, representatives, and agents, shall be employees
or contractors of the Service Provider and shall not be construed as employees
or agents of the Company in any respect.  The Service Provider shall
be responsible for all taxes, insurance and other costs and payments legally
required to be withheld or provided in connection with Service Provider’s
performance of this Agreement, including without limitation, all withholding
taxes, worker’s compensation insurance, and similar costs.

    


    SECTION
2.                                General
Provisions.

    


    (a)           Except
as supplemented hereby, Employment Agreement shall continue to be, and shall
remain, in full force and effect.  This Amendment shall not be deemed
(i) to be a waiver of, or consent to, or a modification or amendment of, any
other term or condition of the Employment Agreement or (ii) to prejudice any
right or rights which the parties may now have or may have in the future under
or in connection with the Employment Agreement or any of the instruments or
agreements referred to therein, as the same may be amended, restated,
supplemented or otherwise modified from time to time.

    


    (b)           The
terms of the Original Employment Agreement are incorporated herein by reference
and shall form a part of this Amendment as if set forth herein in their
entirety.

    


    


    IN
WITNESS WHEREOF, each of the parties hereto has executed this Amendment this
22nd
day of October 2008.

    


    Millstream Ventures, Inc.

    


    


    By                                                                

          Denny W.
Nestripke, President

    


    


    


    


    Denny W. Nestripke, an
individual