ADDENDUM TO CONSULTING AGREEMENT
This addendum will supercede all agreements between Hudson Consulting
Group, Inc. and TRSG Corporation, which will include the original agreement,
dated October 6, 2000.
The Parties agree to the following modifications to the original
agreement and additional provisions as set forth herein:
1. Gateway will make a $350,000 cash payment and delivery of 500,000 shares of
the common stock of TRSG to Hudson in exchange for control of the
Professional Wrestling Alliance Corporation shell.
2. Gateway Distributors Ltd., a Nevada corporation hereby agrees to pay Hudson
Consulting Group, Inc. $240.00 dollars per hour for services for all time
spent on TRSG Corporation and/or Gateway Distributors Ltd. This will be
paid as follows:
Common stock shall be credited at 50% o the average bid price for such shares
the last five trading days of each month, up to the first $200 of each $240
billed.. The rate will be evaluated at the close of each months billing and the
bid price of the stock at the close of business on the last five trading days of
each month will be used to calculate the number of shares to be issued.
All stock issued will be evaluated afte the 20 to 1 reverse of Professional
Wrestling Alliance Corporation.
$40 dollars per hour in cash will be paid by TRSG.
3. TRSG agrees to the following payment schedule as it relates to the
$350,000.
The first $112,000 raised will be used to pay back the bridge loan for
product
The next $150,000 wil be paid to Hudson Consulting towards the $350,000
The remaining $200,00 will be paid within 90 days from the signing of this
agreement, in the event payment in full is not made within 90 days an
additional 5,000,000 shares of TRSG common stock shall be delivered to
Hudson, such shares shall not decrease or serve as a payment in any amount
of the remaining balance due and owing on the $350,000.
TRSG shall deliver to Hudson 2,000,000 shares of the common stock of TRSG
to serve as collateral for the payment, upon fully payment all suc shares
shall be returned by Hudson to TRSG, Hudson shall hold voting rights to
such shares until the debt is paid in full.
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In the event that the bid price for the shares of common stoc of TRSG shall
decrease by more than 49% from its current level prior to full payment of
the $350,000 TRSG shall issue an additional 2,000,000 shares to secure the
payment of the $350,000
The shares of stock will be guaranteed no to be diluted until such time the
$350,000 payment is made in full.
4. Rick Bailey will be assigned a position on the Board of Directors effective
October 6, 2000.
Accepted and agreed to this 9th day of January 2001.
TRSG Corporation Hudson Consulting Group, Inc.
/s/ Richard Bailey /s/ Richard Surber
By: ________________________ By: ______________________
Richard Bailey, President Richard Surber, President
Notary: /s/ Susan McGuire Notary:
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Sue McGuire
Date: 01/09/01 Date:
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[Notary Public Seal of Susan G. McGuire}
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