SUPPLEMENTAL AGREEMENT TO THE DECEMBER 5, 1994
INVESTMENT BANKING AGREEMENT
THIS AGREEMENT is entered into this 23rd day of April, 1998, by and
between Xxxxxxx & Co., Inc. ("Xxxxxxx") and Avesis Incorporated, a Delaware
corporation (the "Company"), and supplements the December 5, 1994 Agreement
between the parties, which remains in effect.
1. The Company acknowledges that Xxxxxxx has provided the conceptual idea for
the Section 3(a)(9) exchange offer as a means of addressing management's
concerns about the significant market effects arising from the outstanding
Class A, Cumulative Convertible Preferred Stock, Series 2, and its
accumulated dividend arrearages. Xxxxxxx has also devised the terms of the
exchange offer and submitted such to the Company's board of directors,
which has approved such terms and conditions.
2. For such services, Xxxxxxx shall be entitled to a fee of $50,000 in cash
and 250,000 shares of Company's Common Stock, par value $.01, for its
services under this Supplemental Agreement and any unpaid fees under the
December 5, 1994 Agreement. Such fee will be payable upon the mailing to
shareholders of the exchange offer of the Class A, Cumulative Convertible
Preferred Stock, Series 2 and the 250,000 shares will be issued as the
Company is instructed in a letter from Xxxxxxx to the Company.
3. The parties agree that Xxxxxxx shall limit its services so that they will
not constitute "solicitation" as the term is understood for purposes of
Section 3(a)(9) of the Securities Act of 1933, as amended.
AVESIS INCORPORATED
By: /s/ Xxxx X. Xxxxxxxxxx
-----------------------------
Its: Treasurer
---------------------------
XXXXXXX & CO., INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Its: President
---------------------------
