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EXHIBIT 10.32.1
XXXXX INVESTMENT GROUP, L.P.
00000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000 - Fax (000) 000-0000
January 7, 1996(sp7)
Xxxxxx X. Xxxxxx
Chief Executive Officer
Xxxxxx Communications, Inc.
00000 Xxxxx Xxxxx
Xxxxx, XX 00000
Dear Woody:
This letter is to confirm our agreement made today.
(1) Notwithstanding Section 3 of our August 23, 1996 consulting agreement (the
"Agreement"), Xxxxx Investment Group, LP ("KIG") hereby agrees to defer payment
of its $10,000 per month consulting fee, beginning as of the payment which was
due December 23, 1996 (covering services from November 23 to December 23). This
deferral shall continue until the earlier of January 1, 1999 or until paying
some or all of the deferred payments would not jeopardize the ability of Xxxxxx
Communications, Inc. ("Xxxxxx") to meet its near term obligations. Should Xxxxxx
file for bankruptcy, (or become the subject of an involuntary filing), all
unpaid consulting fees shall become immediately due and payable, and no new
deferrals shall be required of KIG.
(2) In exchange for the above, Xxxxxx hereby resets the Exercise Price for KIG's
warrants to purchase Xxxxxx common stock, for both the warrant to purchase
401,924 shares issued on August 7, 1996 in connection with the 1996 Regulation D
offering, and the warrant to purchase 400,000 shares granted in Section 3(a) of
the Agreement, in each case to $0.469 per share (today's actual closing price).
(3) All other terms of the Agreement and the warrants shall remain unchanged.
Sincerely,
/s/ XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx,
Managing Director
Agreed on behalf of Xxxxxx Communications, Inc.
/s/ XXXXXX X. XXXXXX
Xxxxxx X. Xxxxxx,
Chief Executive Officer
/s/ XXXXXX X. XXXX
Xxxxxx X. Xxxx,
President
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