Exhibit 10.2
[uWink Letterhead]
October 25, 2006
Xxxxxxx Xxxxxx
000 Xxxxxx Xxxxxx
Xxxxx 0
Xxx Xxxxxxxxx, XX 00000
Dear Xxxxxxx:
Reference is made to the $100,000, 10% Convertible Note, dated April 19, 2006,
and due October 19, 2006, between uWink, Inc. (the Company) and you. This letter
will confirm our agreement regarding the note as follows:
1. Effective as of the date hereof, you hereby agree to convert
the $100,000 principal amount and $5,685 in accrued interest
outstanding under the note into shares of common stock at a
conversion of $1 per share. In accordance with the terms of
the note, you will be entitled to an additional 20% of such
amount in shares of common stock, such that the total amount
to be converted is $126,822. As such, you hereby agree to
accept 126,822 shares of common stock of the company (the
"Shares"), together with the warrants set forth below, in full
and final satisfaction of the company's obligations to you
under the note.
2. In accordance with the terms of the note and in consideration
of your agreement to convert the amount outstanding under the
note into the Shares, the Company will also issue to you
three-year immediately exercisable warrants to purchase
100,000 shares of common stock at an exercise price of $0.345
per share.
Best,
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Chairman and CEO
Agreed and accepted:
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
