EXHIBIT 4.2
[Letterhead of Dtomi]
December 10, 2004
Xxxx X. Xxxxxxx
--------------------------
_______________, Florida ______
RE: AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Dear Xxxx:
This letter agreement memorializes the agreement by and between
Dtomi, Inc., a Nevada corporation (the "Company") and you with respect to
amending that certain Employment Agreement dated September 22, 2003, by and
between you and Dtomi (the "Employment Agreement") for the purpose of the
Company paying outstanding wages and expenses to you.
As of December 10, 2004, the Company owes you approximately $91,000
in past wages and expenses for services performed by you on behalf of the
Company, pursuant to the Employment Agreement. The Company shall issue to you
2,000,000 shares of the Company's common stock (the "Shares") and register the
Shares under Section 5 of the Securities Act of 1933, as amended, on Form S-8.
You shall to credit the Company, against past wages and expenses owed by the
Company to you, the proceeds of the sale of any of the Shares. From time to
time, but at periods not exceeding three months beginning on the date of this
letter, you shall disclose to the Company the amount of proceeds resulting from
the sale of any or all of the Shares and statements from you and/or your broker
disclosing the proceeds resulting from the sale of Shares.
If you agree to the terms and conditions of this letter agreement,
please indicate your agreement by signing in the signature block below and
returning an original, signed version of this letter to me.
Sincerely,
Xxxx Xxxxxxx
Director
AGREED AND ACCEPTED:
By: _______________________________
Xxxx X. Xxxxxxx
Dated: December 10, 2004
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