Exhibit 10.38
[LETTERHEAD OF AMERICAN ARTISTS FILM CORPORATION APPEARS HERE]
September 27, 1996
Atlantic International Capital, Ltd.
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxx Xxxxx, XX 00000
Attention: Xx. Xxxxxx Xxxxxx, Chairman
and Xx. Xxxxxxx Iammuno, President
RE: Agreement dated may 16, 1995, as Amended
----------------------------------------
Dear Norm and Xxxxxxx:
This will confirm the agreement between our companies as follows:
1. On May 16, 1995, we entered a certain agreement (as amended, the "1995
Agreement") relating to services to be provided to American Artists Film
Corporation ("Artists") by Atlantic International Capital, Ltd. ("AIC"). The
1995 Agreement is hereby terminated by mutual consent, effective immediately.
2. (a) Artists hereby retains AIC, effective October 1, 1996, (i) to advise
and counsel Artists concerning communications and relations with investors and
with marketmakers in the common stock of Artists following the pending merger
of Artists with Setab Alpha, Inc., and (ii) to provide to Artists other business
advice and counsel.
(b) For such services Artists will pay AIC the sum of $3,000 per month,
payable in advance at the first of each calendar month.
(c) This advisory agreement shall remain in effect through September 31,
1997, unless sooner terminated upon 90 days' prior written notice by either
party.
(d) We acknowledge that AIC is not registered as a broker-dealer under
state or federal laws. Accordingly, AIC shall not in any event provide any
services hereunder for which such registration shall be required by applicable
law. Artists and AIC each covenant and agree to remain in compliance with
applicable securities laws throughout the term of this advisory agreement.
Atlantic International Capital, Ltd.
September 27, 1996
Page 2
If the above correctly states our agreement with respect to such matters,
please so indicate by signing a copy of this letter in the space provided below
and returning it to Artists.
Yours truly,
AMERICAN ARTISTS FILM CORPORATION
/s/ Xxxxxx X. Xxxxx
By:---------------------------------------
Chief Executive Officer
The above correctly states our
agreement with respect to such
matters.
ATLANTIC INTERNATIONAL CAPITAL, LTD.
/s/ XXXXXX XXXXXX
By:---------------------------------------
Chairman
Title:------------------------------------
9-27-96
