EXHIBIT 10.33
20 May 0000
Xxxxxx Xxxxx,
XXX Xxxxxxxxxx Xxxxx Xxxxxxx LLC,
00/xx/ Xxxxx - 000 Xxxxxxx Xxx.,
Xxx Xxxx, XX, 00000
Dear Xxxxxx:
Re: Issuance of Warrants - our letter agreement of March 21, 2000 (the "Letter
Agreement")
Thank you for hosting our successful marketing and investor tours in Europe this
month. You opened doors for us into potentially lucrative accounts, and
introduced us to potential institutional investors in London and Geneva.
We believe that these introductions together with the completion of the April
18, 2000 private placement (the "First Placement") have significantly advanced
our business and will lead to the Institutional Round as referenced in our
Letter Agreement.
In recognition of your services and efforts, we agree to amend item E of the
Letter Agreement as follows:
1. We will issue to you 250,000 of the ICE Warrants following completion of
the First Placement.
2. We will set the exercise prices for the ICE Warrants as follows:
a. $4.50 for 125,000 "A" warrants (estimated Institutional Price)
b. $3.38 for 62,500 "B" warrants (25% discount to estimated
Institutional Price)
c. $2.25 for 62,500 "C" warrants (50% discount to estimated
Institutional Price)
3. The exercise prices in item 2 above are based on an estimated
Institutional Price of $4.50, discounted as provided in the Letter
Agreement. If the actual Institutional Price per share of the
Institutional Round is different than $4.50, we will amend the prices of
these "A", "B", and "C" warrants accordingly.
4. We will issue the ICE Warrants to ICE Securities, LLC, your wholly-owned
broker-dealer in New York.
5. The issuance of the ICE Warrants and any other securities under the
Letter Agreement are subject to compliance with all applicable
securities laws.
6. All other terms of the Letter Agreement remain unchanged.
All defined terms used in this letter that are not defined herein shall have the
meaning ascribed to them in the Letter Agreement.
Xxxxxx, if this is acceptable to you, please indicate your approval by signing
below and returning to me.
Sincerely,
/s/ Xxxxx X. Xxxxx,
Vice President and CFO
Agreed: /s/ Xxxxxx X. Xxxxx
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Xxxxxx Xxxxx, CEO, ICE Securities North America, LLC
