EXHIBIT 10.15
ADDENDUM TO CONSULTING AGREEMENT FOR XXXXX XXXXXXXXX
February 8, 2000
Xx. Xxxxx Xxxxxxxxx
0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Re: Addendum to Consulting Agreement dated July 10, 1999
Dear Xxxxx:
This letter is written as an Agreement dated July 10, 1999 between you
and Interactive Network, Inc. (the "Company"). It represents a duly and validly
authorized, executed and delivered obligation of the Company enforceable in
accordance with its terms.
1. The Company acknowledges receipt of your Exercise Form for the
exercise, on a "cashless" or "net exercise" basis, of an option to purchase
250,000 shares of Common Stock of the Company at an exercise price of $.78 per
share. Pursuant to this net exercise, the Company is moving expeditiously to
issue to you 206,667 shares of Common Stock. In addition, the Company confirms
to you that such shares are subject to registration with the Securities and
Exchange Commission (the "SEC") on Form S-8 and that such a form has been, or
will be, filed with the SEC and is expected to go effective no later than the
end of March 2000. The Company shall not take any action to restrict the
liquidity of the stock.
2. In respect of the Company's current cash needs, you and the Company
hereby agree that:
(a) At any time between the date hereof and December 31, 2000, you
shall have the right to purchase from the Company up to
250,000 shares of Common Stock of the Company at the lesser of
$4.50 or the market price of a share on the date notice of
such purchase is given; and
(b) At any time between the date hereof and December 31, 2000, the
Company shall have the right to require you to purchase up to
$250,000 of Common Stock of the Company, at the lesser of
$4.50 or the market price of a share on the date notice of
such sale is given.
Either party wishing to exercise such right shall give the other party
written notice at least 10 days in advance of the proposed date of closing. You
shall have the right to make such purchase in your discretion under paragraph
(a) above, but shall nonetheless be relieved of any obligation to purchase such
stock under paragraph (b) above, if (I) at the time of the notice and at the
date of closing, the price of a share of Common Stock of the Company shall be
less than $3.80 per share or (ii) the Company shall not have obtained an
effective registration with the SEC under all applicable securities laws and
listing with the bulletin board market place of the shares referenced in
paragraph one above and those being purchased on or before the proposed closing
date, such that such shares are not restricted by any action taken by the
Company at the date of closing and for a reasonable time thereafter to permit
the sale of such shares in the public market. The Company agrees to use all best
efforts to effect and maintain any and all such SEC registrations and
appropriate listings, as well as any corresponding registrations necessary under
any applicable state securities laws, in order for you to be able to sell such
shares in the open market as of the date of closing and for a reasonable time
thereafter.
3. Except as specifically set forth herein, the Consulting Agreement
shall not be affected hereby and shall remain in full force and effect except
that you have agreed that any eventual merger between the Company and Two Way TV
shall not trigger any additional compensation.
Xxxxx, I trust this meets with your expectations and our prior
understandings. If you have any questions, please do not hesitate to call. In
the meantime, if this is reflective of our understanding, I ask that you sign
and return to me the enclosed copy of this Addendum.
Very truly yours,
INTERACTIVE NETWORK, INC.
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
President and CEO
Agreed this __ day of Feburary, 2000:
/S/ XXXXX XXXXXXXXX
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Xxxxx Xxxxxxxxx
