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EXHIBIT 10.5
CRYSTAL ASSET MANAGEMENT GROUP, LTD.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx
(000) 000-0000
(000) 000-0000 (Facsimile)
September 4, 1996
Xx. Xxxxx X. Xxxxxxxx, Chairman
Winners Entertainment, Inc.
Xxxxx Xxxxx 0
Xxxxxxx, Xxxx Xxxxxxxx 00000
Dear Xxx:
The following constitutes the revision of the July 13, 1994 settlement
agreement by which Crystal Asset Management Group, Ltd. ("CAM") and Winners
Entertainment, Inc. ("WINS") fully settled all claims under a Financial
Advisory Agreement dated as of April 1, 1993 (the "July 13 Agreement").
1. Upon execution and delivery of this letter agreement to CAM's
counsel, WINS will deliver to CAM's counsel by wire transfer of collected funds
the amount of $90,000 in full satisfaction of the obligation to pay money as
set forth in paragraph 1 of the July 13 Agreement. Upon receipt of payment,
CAM's counsel will immediately forward the fully executed settlement to WINS.
2. The warrant to purchase 145,000 shares of WINS common stock issued
to CAM in connection with the July 13 Agreement is hereby amended such that (i)
the expiration date of the warrants is January 15, 1998; and (ii) from this
date until the expiration of the warrants, the strike price shall be $3.00 per
share (the strike price and number of warrants to be adjusted equitably in the
event of a forward or reverse split as provided in the form of warrant).
3. WINS will cause the common stock underlying the warrants to be
included for the sale when WINS next files a registration statement on Form S-1
or S-3 with the SEC and related blue sky registrations. It is contemplated
that WINS will file such a registration statement by September of 1996. WINS
will exert its best efforts to maintain the registration statement by one year
from the effective date of the registration statement. WINS' inclusion in the
registration statement of the shares underlying the warrants shall fully
satisfy WINS' obligations with respect to registration as set forth in
paragraph 2 of the July 13 Agreement.
4. No other amendment of the July 13 Agreement is intended hereby.
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Please indicate your agreement by countersigning the enclosed copy of
this letter and returning it to me with the payment.
Very truly yours,
CRYSTAL ASSET MANAGEMENT GROUP, LTD.
By: /s/ Hope X. Xxxxx
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Hope X. Xxxxx, Managing Director
AGREED AND ACCEPTED:
WINNERS ENTERTAINMENT, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, Chairman
