EXHIBIT 4.2
Dtomi, Inc.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
August 25, 2005
Xxxxx X. Xxxx
The Xxxx Law Group, PLLC
000 Xxxxx 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 Company (the "OLG Engagement
Agreement").
Not later than the fifth day of September 2005, and not later than
the fifth day of each calendar month thereafter, if Xxxx holds less than 4.9% of
the issued and outstanding shares of common stock of the Company or less than
4.9% of other equity securities of the Company, the Company shall issue to Xxxx
that number of shares of common stock and other equity securities of the
Company, if any, so that Xxxx shall hold that number of shares of common stock
of the Company equal to four-and-nine-tenths percent (4.9%) of the issued and
outstanding shares of common stock and four-and-nine-tenths percent (4.9%) of
any other issued and outstanding equity securities, if any, of the Company, at
the time of such issuance. Not later than 30 days after each such issuance,
Dtomi shall register such shares under Section 5 of the Securities Act of 1933,
as amended (the "Securities Act"), on Form S-8, and if necessary, also register
such shares for resale under a reoffer prospectus on Form S-8 or other
registration statement.
OLG shall to credit the Company, against future fees owed by the
Company to OLG pursuant to the OLG Engagement Agreement, the proceeds of the
sale of any of shares of common stock issued pursuant to this letter agreement.
Prior to any annual audit or quarterly review of the Company by the Company's
independent registered public accounting firm or other auditors, 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, and the
Xxxx signature block, below and returning an original, signed version of this
letter to me.
I understand that OLG and Xxxx have agreed to the arrangement
described in this letter, and that you are the sole holder of securities of OLG
and the natural person that has performed, and will perform, substantially all
of the services provided by OLG on behalf of the Company pursuant to the OLG
Engagement Agreement.
Sincerely,
Xxxxxx Xxxx
-----------
Xxxxxx Xxxx
Director
AGREED AND ACCEPTED:
THE XXXX LAW GROUP, PLLC
By: Xxxxx X. Xxxx Dated: August 25, 2005
----------------------------------------
Name: Xxxxx X. Xxxx
Title: President
By: Xxxxx X. Xxxx Dated: August 25, 2005
----------------------------------------
Xxxxx X. Xxxx, individually
