EXHIBIT 4.2
[Letterhead of Dtomi]
August 4, 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 Corporation (the "OLG Engagement Agreement").
The Company shall issue to Xxxx 39,225,000 shares of the Company's
common stock (the "Shares") and register the Shares under Section 5 of the
Securities Act of 1933, as amended, on Form S-8. OLG shall to credit the
Company, against future fees owed by the Company to OLG, the proceeds of the
sale of any of the Shares. From time to time, 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 below and
returning an original, signed version of this letter to me.
I understand that you are the sole holder of securities of OLG and the
natural person that has performed substantially all of the services provided by
OLG on behalf of the Company pursuant to the OLG Engagement Agreement.
Sincerely,
Xxxx X. Xxxxxxx
Director
AGREED AND ACCEPTED:
THE XXXX LAW GROUP, PLLC
By: _______________________________
Name: Xxxxx X. Xxxx
Title: President
Dated: August 4, 2005
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