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EXHIBIT 10.28
[INTERVISUAL BOOKS, INC. LETTERHEAD]
July 16, 1998
Xxx X. Xxxxxx
00000 Xxxxxxxxx Xxxxxx
Xxxxxxx Xxxxxxxxx, XX 00000
Re: Amendment of Nonstatutory Stock Option Agreement ("Option Agreement")
Dear Xxx:
Intervisual Books, Inc. hereby amends your Option Agreement dated
November 13, 1997 for 175,000 shares of the Company's common stock. This
agreement is amended only as to the following:
Paragraph B. Item 1. Grant.
1. Amendment. The Company hereby agrees to reduce the xxxxx xxxxx of
referenced stock options to $1.50 per share (which price equals the fair market
value of the Company's common stock on July 16, 1998, the date of this
amendment).
2. Miscellaneous. Except as expressly amended herein, all the terms and
conditions of the Option Agreement remain in full force and effect. This letter
may be executed in one or more counterparts, each of which shall be deemed an
original. This letter shall be construed and enforced in accordance of the laws
of the State of California.
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Please acknowledge your agreement to this letter by executing the
enclosed copy of this letter and returning the copy to the undersigned.
INTERVISUAL BOOKS, INC., a
California corporation
By:/s/ XXXXX X. XXXX
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Xxxxx X. Xxxx
Chairman of the Board
Agreed:
/s/ XXX X. XXXXXX Date: AUGUST 13, 1998
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XXX X. XXXXXX, an individual