EXHIBIT 1.2
December 15, 2000
Alpha Venture Capital, Inc.
Avarua Rarotonga
Xxxx Islands
Attention: Xx. Xxxxx Xxxxxx, Director
Gentlemen:
Reference is made to the Equity Line of Credit Agreement,
dated as of December 4, 2000 (the "Agreement"), between Alpha Venture Capital,
Inc., a corporation organized and existing under the laws of the Xxxx Islands
("Alpha"), and XxxxXxxxxxx.xxx, Incorporated, a Nevada corporation ("HMSK").
Capitalized terms used in this letter agreement that are not otherwise defined
have the meanings assigned to those terms in the Agreement.
It is our understanding that the previously consummated
sale of HMSK common stock to Alpha pursuant to the Subscription Agreement,
dated as of December 4, 2000, between Alpha and HMSK and the Put contemplated
by the Put Purchase Notice attached hereto as EXHIBIT A collectively
constitute the initial Put contemplated by clause (i) of Section 2.1(b) of
the Agreement. In addition, we understand that no action taken by either
Alpha or HMSK with respect to the matters referenced in the preceding
sentence shall constitute an amendment to the Put schedule contained in
Section 2.1(b) of the Agreement and that, except as described herein, such
Put schedule shall remain in full force and effect. Therefore, the second Put
may be exercised on the thirtieth (30th) Trading Day after December 8, 2000
in the amount of $1,000,000.
Except as expressly modified by this letter agreement, the
Agreement shall otherwise remain in full force and effect.
If the foregoing correctly sets forth your understanding of
our agreement, please execute this letter agreement in the space provided below.
Very truly yours,
XXXXXXXXXXX.XXX, INCORPORATED
By: /s/
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
AGREED AND ACCEPTED
ALPHA VENTURE CAPITAL, INC.
By: /s/
---------------------------
Name: Xxxxx Xxxxxx
Title: Director
EXHIBIT A
PUT PURCHASE NOTICE
Reference is made to the Equity Line of Credit Agreement dated as of
December 4, 2000 (the "Agreement"), between XxxxXxxxxxx.xxx, Inc., a Nevada
corporation (the "Company") and Alpha Venture Capital, Inc. Capitalized terms
used and not otherwise defined herein shall have the meanings given such
terms in the Agreement.
In accordance with and pursuant to Section 2.2 of the Agreement, the
Company hereby issues this Put Purchase Notice to exercise a Put request for the
Put Amount indicated below.
Put Amount: $500,000
Valuation Period start date: 12/4/00
Valuation Period end date: 12/15/00
Put Closing Date: 12/19/00
Dated: 12/8/00
XxxxXxxxxxx.xxx, Incorporated
By: /s/ Xxxx Xxxxxx
-------------------------------
Name: Xxxx Xxxxxx
Title: President and COO
Address:
Facsimile No.:
Wire Instructions:
----------------
Contact Name:
