Exhibit 99.3
[LETTERHEAD OF XXXXXXX & XXXXXXXXX, PLC]
June 24, 2003
Xx. Xxxxxx Xxxxx, CEO
Pirinate Consulting Group, L.L.C.
0 Xxxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
RE: LETTER AGREEMENT: SECOND AMENDMENT TO COMPENSATION
AGREEMENT, EFFECTIVE DATE AUGUST 1, 2002
Dear Xx. Xxxxx:
Reference is made to the above-mentioned Compensation Agreement, effective
August 1, 2002 (the "Compensation Agreement"), as amended as of January 23,
2003, between Xxxxxxx Communications Corporation ("MCC") and Pirinate Consulting
Group, L.L.C. ("Pirinate").
We have discussed certain amendments to the Compensation Agreement
necessary to facilitate MCC's proposed merger transaction with Polar Molecular
Corporation. This letter agreement shall memorialize, constitute, and serve as
the Second Amendment to the Compensation Agreement. The parties to the
Compensation Agreement hereby agree to the following amendments to the
Compensation Agreement::
1. Sections 4(A-D) of the Compensation Agreement are hereby
amended to read in its entirety as follows:
4. Compensation for Services. MCC shall compensate Pirinate
--------------------------
for Xxxxx' services by issuing a total of 103,000 shares of MCC Common Stock
(the "Stock"), which Stock shall issued be directly to Xxxxx. MCC shall cause a
Form S-8 to be filed with the Securities and Exchange Commission on or prior to
June 27, 2003 with respect to the Stock to be issued to Xxxxx. The Stock shall
be issued to an account designated by Xxxxx following the filing of the Form S-8
and prior to the Effective Time of MCC's proposed merger with Polar Molecular
Corporation and will not contain a restrictive legend.
2. MCC represents and warrants that the issuance of the Stock to
Xxxxx has been duly authorized by its Board of Directors and MCC's legal counsel
has been authorized to execute and deliver this Second Amendment on behalf of
MCC.
3. This Second Amendment supercedes and replaces the Second
Amendment to the Compensation Agreement dated June 17, 2003, which is hereby
terminated and cancelled in its entirety.
All remaining provisions of the Compensation Agreement remain unchanged and
in full force and effect.
Please acknowledge below, that you are in complete agreement with the terms
of this letter, and return an executed copy by facsimile and then by overnight
delivery directly to Ms. Xxxxx Xxxxx at MCC for execution by Mr. Xxxxx Xxxxxx.
Sincerely,
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Xxxxxxx & Xxxxxxxxx, P.L.C.
Counsel for Xxxxxxx Communications
Corporation
ACCEPTED FOR
XXXXXXX COMMUNICATIONS
CORPORATION
BY /s/ Xxxxx Xxxxxx
-------------------------------------
Xxxxx Xxxxxx
Principal Accounting Officer
Xxxxxxx Communications Corporation
Accepted and agreed to this
24th day of June, 2003
ACCEPTED FOR
PIRINATE CONSULTING GROUP, L.L.C.
BY /s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx
Managing Member
/s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx
An Individual