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EXHIBIT 10.1
AMENDMENT C
TO AGREEMENT TO ENGAGE
XXXXXXXXX XXXX, INC. ("MSI") AS BUSINESS CONSULTANTS
FOR WANDERLUST INTERACTIVE, INC. ("WANDERLUST")
[NAME HAS SINCE BEEN CHANGED TO ADRENALIN INTERACTIVE, INC. ("ADRN")]
This Agreement shall serve as Amendment C to the "Agreement to Engage Xxxxxxxxx
Xxxx, Inc. ("MSI") as Business Consultants for Wanderlust Interactive, Inc."
("Wanderlust") [the "Agreement to Engage"] dated October 1, 1997. This Amendment
shall be attached to the original "Agreement to Engage" as "Amendment C."
This Amendment C shall only amend Section V, titled "COMPENSATION", of the
original "Agreement to Engage". No other terms or conditions of the original
"Agreement to Engage" shall be altered or changed in any way as a result of this
Amendment.
As of December 17, 1998, the Board of Directors of Adrenalin Interactive, Inc.
("ADRN") has approved the following Amendment.
V. COMPENSATION
For additional effort toward a new business combination, all warrants described
in Section V, titled "COMPENSATION" shall be amended so that they will now carry
the exercise price of five cents per Share ($0.05/Share), and shall have an
expiration date of December 31, 2000. These amendments shall also apply to any
and all warrants described in any and all Amendments to the Agreement to Engage
Xxxxxxxxx Xxxx, Inc. ("MSI") as Business Consultants for Wanderlust Interactive,
Inc. ("Wanderlust") [the "Agreement to Engage"] dated October 1, 1997.
Also, in the case of a Business Combination being successfully consummated, MSI
shall receive Common Stock equivalent to Five Percent (5%) of the total, fully
diluted, outstanding shares of Adrenalin Interactive, Inc. ("ADRN") prior to the
consummation of the Business Combination. For purposes hereof, options, warrants
and/or other rights to purchase shares of Common Stock of Adrenalin (other than
warrants whose exercise price has been amended hereby), which have exercise
prices which are greater than the price of Adrenalin's Common Stock as of the
date immediately prior to the date of the consummation of such Business
Combination, shall not be deemed outstanding for purposes of calculating such
Five Percent (5%).
If you are in agreement with the foregoing, please execute and return one copy
of this letter to the undersigned. Thank you. We are very pleased to continue
our relationship with you.
APPROVED AND AGREED:
XXXXXXXXX XXXX, INC. ADRENALIN INTERACTIVE (ADRN)
000 Xxxxxx Xxxxxx (Formerly Wanderlust Interactive, Inc.)
Suite 111 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000 Xxx Xxxxxxx, XX 00000
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxx Xxxxx III
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Xxxxxx X. Xxxxxxxx, President Xxx Xxxxx III, President
12/22/98 12/22/98
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