[Letterhead of Xxxxxxx & Xxxxxxxxx, PLC]
January 3, 2003
Xx. Xxxxxx Xxxxx, CEO
Pirinate Consulting Group, L.L.C.
0 Xxxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
RE: LETTER AGREEMENT: FIRST 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"), 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 First Amendment to the Compensation Agreement. The Parties to the
Compensation Agreement hereby agree to the following amendments to the
Compensation Agreement::
1. Section 4.B. of the Compensation Agreement is hereby amended
to read in its entirety as follows:
B. Four Thousand (4,000) shares of MCC common stock per
month shall accrue for the benefit of Pirinate, and shall be earned and
transferred to Pirinate at the effective time of the proposed merger transaction
between MCC and Polar Molecular Corporation (the "Effective Time"), which stock
shall be registered, and freely tradable without restriction, at the Effective
Time; and
2. Section 4.C. of the Compensation Agreement is hereby deleted
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 xxxxxxxxx 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
23 day of January, 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
Accepted and agreed to this
_____ day of January, 2003
