Exhibit 10-34
October 25, 2000
xxxxxxxxx.xxx, inc.
0000 Xxxxxx Xxxxxx
Xxxxx, XX 00000
Re: Completion of the March 1, 2000 Anti-Dilution Option Agreement
Gentlemen:
This letter will serve to confirm my agreement with xxxxxxxxx.xxx, inc.
("netcruise"), that in consideration of Active Media Services, Inc. ("Active
Media") entering into the Trade Agreement, Stock Purchase Agreement and Lockup
Agreement, all dated October 18, 2000, with xxxxxxxxx.xxx, and the issuance to
me of an additional 200,000 shares of the $.0001 par value common stock of
netcruise (the "stock"), I have agreed to limit the exercise of my rights under
the March 1, 2000 Anti-Dilution Option Agreement between netcruise and myself
(the "Agreement") to the following:
As a result of the issuance of (i) 500,000 shares of stock to Xxxxxxxx X. Xxxx,
(ii) 25,000 shares of stock to Alliant Technologies, Inc. ("Alliant"), (iii)
11,750 shares of stock to Xxxxxxxx Xxxxxxx, (iv) 3,500 shares of stock to Vision
Corporate Consulting and (v) 55,000 shares of stock to be issued to Alliant,
netcruise shall sell and issue to me an additional 396,904 shares of stock for
cash consideration of $79,381.
I hereby elect to convert the $200,000 principal amount of the netcruise August
9, 2000 convertible promissory note payable to my order into 1,000,000 shares of
stock.
Upon the completion of the transactions described above, the Agreement shall be
cancelled and void and of no further force and effect.
Accepted & Agreed: _______________
Xxxxxx Xxxxx
xxxxxxxxx.xxx, inc.
By_______________________
Xxxxxxxx X. Xxxx, President
By_________________________
Xxxx X. Xxxxx, Secretary
