This addendum No. 1 to the Attorney Client Fee Agreement between SGI
International ("SGI") and Xxxxxx Xxxxxxx LLP dated March 12, 1992 ("Fee
Agreement") is effective May 12, 1997. The fee Agreement is incorporated herein
by this reference. The terms of this Addendum No. 1 shall supplement and shall
not prevail over or suspersede any terms of the Fee Agreement. Section 4 of
the Fee Agreement is amended to add the folowing to the last sentence therein:
0.Xx consideration for legal services provided by Xxxxxx Xxxxxxx LLP, SGI may,
upon resolution of its Board of Directors, at its election at one time or from
time to time grant to Xxxxxx Xxxxxxx LLP securities of SGI in any manner or
upon any terms which are accepted by Xxxxxx Xxxxxxx LLP.
SGI does hereby acknowledge it is granting a warrant to purchase 10,000 shares
of common stock of SGI at $2.00 per share to Xxxxxx Xxxxxxx LLP, and Xxxxxx
Xxxxxxx LLP does hereby accept such warrant.
Counterparts.
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This Addendum No. 1 may be executed in one or more counterparts, each of which
shall be an original and all of which together shall be one and the same.
Ratification.
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Except as set forth in this Addendum No. 1, each party reaffirms and ratifies
the terms of the Fee Agreement and confirms the Fee Agreement remains in full
force and effect.
SGI International
By: /s/Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Xxxxxx Xxxxxxx LLP
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
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