Video Lottery Consultants, Inc.
000 Xxx Xxxxxx, 0xx Xxxxx
Xxxxx 00
Xxxxxxxxx, Xxxxx 00000
March 9, 1999
Fortune Entertainment Corporation,
a Bahama corporation
Fortune Entertainment Corporation,
a Delaware corporation
Xxxxx 000-000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, X.X.
X0X XX0
Re: Professional Video Association, Inc.
Dear Sirs:
Reference is made to the Purchase and Sale Agreement, dated September 5,
1997 (the "Original Agreement"), as amended on January 27, 1998, January 29,
1998, March 12, 1998, and July 9, 1998 (the "Original Agreement, as amended, the
"Agreement"). In consideration of our agreement to modify your payment schedule
under the Agreement, Fortune Entertainment Corporation, a Bahama corporation
("FECB"), and Fortune Entertainment Corporation, a Delaware corporation ("FECD")
each hereby agree as follows:
1. Section 2.2(d) of the Agreement provides for the following cash
payments, subject to other terms and conditions contained therein:
US $250,000 on or before Oct. 30, 1998;
US $250,000 on or before Dec. 30, 1998; and
US $205,000 on or before Mar. 30, 1999;
-----------
Total US $705,000
It is now hereby acknowledged and agreed that, in consideration of Fortune
Entertainment ("FECD") having paid Xx. Xxxxxx US $140,000 on or about October
14, 1998, the receipt and acceptance of which is hereby acknowledged,
Professional Video Association, Inc., has accepted the following revised terms
of the above noted cash payments:
o US $200,000 paid on January 7, 1999, the acceptance and receipt of which
is hereby acknowledged;
o US $250,000 shall be due and payable on or before June 10, 1999;
o US $255,000 shall be due and payable on or before August 10, 1999; and
o In further consideration of our agreement to modify the Agreement, FEC
shall issue to us 100,000 of its common shares. These shares shall be
included in the registration statement which FEC is in the process of
filing.
2. It is further agreed and accepted that the registration statement is in
preparation and certain factors beyond the control of FEC have caused an
inevitable delay. However, FEC will continue to exercise its best effort to have
this document filed by April 30, 1999.
3. Except as expressly amended hereunder, the Agreement remains otherwise
unmodified and in full force and effect, and, together with this amendment, is
enforceable against the parties hereto in accordance with its terms.
4. All defined terms used herein but not defined herein shall have the
meaning assigned to them in the Agreement.
Please acknowledge your agreement to the foregoing by having this letter
signed by a duly authorized officer of FECB and FECD in the space provided below
and returning the same to us. This letter agreement may be executed in any
number of counterparts and shall be considered but one and the same agreement.
Thanking you for your kind cooperation.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx, on behalf of himself
and Video Lottery Consultants, Inc.
