Exhibit 4.5(a)
[ISWI LETTERHEAD]
December 4, 2001
American Stock Transfer & Trust Company
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Warrant Agreement between Interactive Systems
Worldwide Inc. (f/k/a International Sports Wagering Inc.) and American Stock
Transfer & Trust Company dated as of December 11, 1996 (the "Agreement"). All
terms used in this letter that are not otherwise defined herein shall have the
meanings ascribed to them in the Agreement.
We hereby agree that the date "December 11, 2001," wherever it appears
in the Agreement and the Exhibits thereto is hereby extended to "February 25,
2002" such that the Warrants may not be exercised after 5:00 P.M., New York City
time on the earlier of February 25, 2002, and the business day immediately
preceding the Call Date. Except as herein set forth, the Warrant Agreement shall
continue in full force and effect in accordance with its terms.
Notwithstanding the foregoing, nothing herein shall be deemed to be an
extension of the Representatives' Options.
If the foregoing accurately reflects your understanding of the terms of
our agreement, please sign the duplicate copy of this letter and return it to
me.
Very truly yours,
Interactive Systems Worldwide Inc.
By: /s/ XXXXXXX XXXXXXXX
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Xxxxxxx Xxxxxxxx, President
Agreed to and Accepted:
American Stock Transfer & Trust Company
By: /s/ XXXXX X. XXXXXXXXX
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