EXHIBIT 10.31
[LOGO OF XXXXXXXXX.XXX]
28 November 2000
Xxxxxx Xxxxx,
ICE Securities North America LLC,
13th Floor - 000 Xxxxxxx Xxx.,
Xxx Xxxx, XX, 00000
Dear Xxxxxx:
Re: Issuance of Warrants - Second Amendment to our letter agreement of March
21, 2000 (the "Letter Agreement")
Thank you for all of your work in arranging for institutional investors to
invest $2,025,000 in XXxxxxxxx.xxx.
In recognition of your services and efforts, we agree to amend item E of the
Letter Agreement as follows:
1. Of the 250,000 warrants we have already issued to you pursuant to the
amendment letter of May 20, 2000, we agree to reset the exercise prices
for the ICE Warrants as follows:
a. $1.50 for 125,000 "A" warrants
b. $1.25 for 62,500 "B" warrants
c. $1.00 for 62,500 "C" warrants
2. All other terms of the Letter Agreement and Amendment Letter remain
unchanged.
3. We also agree that when the Institutional Round has completed, we will
issue a further 250,000 pursuant to the Letter Agreement at the same
number and prices as in clause 1. above.
All defined terms used in this letter that are not defined herein shall have the
meaning ascribed to them in the Letter Agreement.
Xxxxxx, if this is acceptable to you, please indicate your approval by signing
below and returning to me.
Sincerely,
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx,
Vice President and CFO
[LOGO OF XXXXXXXXX.XXX]
Agreed: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, CEO, ICE Securities North America, LLC