EXHIBIT 4.5
[Letterhead of Dtomi]
December 10, 2004
Xxxxx X. Xxxx
The Xxxx Law Group, PLLC
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
RE: AMENDMENT TO ENGAGEMENT AGREEMENT FOR PAYMENT OF FEES
Dear Xxxxx:
This letter agreement memorializes the agreement by and among Dtomi, Inc.,
a Nevada corporation (the "Company"), The Xxxx Law Group, PLLC ("OLG") and Xxxxx
X. Xxxx ("Xxxx"), to amend that certain engagement agreement dated October 21,
2001 by and between OLG the Corporation (the "OLG Engagement Agreement"). As of
December 10, 2004, the Corporation owes OLG approximately $228,000 in fees and
expenses.
In the Representation attached to this letter agreement, Xxxx represents
that he is the sole holder of securities of OLG, and is the natural person that
has performed substantially all of the services provided by OLG on behalf of the
Corporation pursuant to the OLG Engagement Agreement;
The Company shall issue to Xxxx 5,000,000 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. OLG shall to credit the Company, against
fees owed by the Company to OLG, 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, OLG shall disclose to the Company the amount of proceeds
resulting from the sale of any or all of the Shares and statements from OLG
and/or OLG's 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 OLG signature block below and
returning an original, signed version of this letter to me.
Sincerely,
Xxxx X. Xxxxxxx
Chief Executive Officer
AGREED AND ACCEPTED:
THE XXXX LAW GROUP, PLLC
By: _______________________________
Name: Xxxxx X. Xxxx
Title: President
Dated: December 10, 2004
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REPRESENTATION
I, Xxxxx X. Xxxx, hereby represent that I am the sole holder of
securities of The Xxxx Law Group, PLLC ("OLG") and am the sole natural person
that has performed substantially all of the services provided by OLG on behalf
of the Dtomi, Inc., a Nevada corporation ("Dtomi"), pursuant to that certain
engagement agreement dated October 21, 2001 by and between OLG and Dtomi.
By: _______________________________
Xxxxx X. Xxxx
Dated: December 10, 2004
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