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.
The Xxxx Law Group, PLLC
August 25, 2005
Page 2
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,
/s/ Xxx XxXxxxxx
-----------------------------
Xxx XxXxxxxx
Director
AGREED AND ACCEPTED:
THE XXXX LAW GROUP, PLLC
By: /s/ Xxxxx X. Xxxx Dated: August 25, 2005
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Name: Xxxxx X. Xxxx
Title: President
By: /s/ Xxxxx X. Xxxx Dated: August 25, 2005
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Xxxxx X. Xxxx, individually
