Exhibit 99.10
December 11, 1997
Messrs. Xxxx Xxxxxxx & Xxxxx Xxxxxx
SAF T LOK
FAX: 000-000-0000
Gentlemen:
It is important that we finalize out arrangements today.
As discussed from the December 10th letter, MDC will accept the following
compensation in lieu of the compensation stated in Exhibit A of our signed
agreement dated October 24, 1997.
It is understood that all other terms and conditions in the agreement remain
the same. It is also agreed between both parties that the word payments and/or
monies as reflected in the contract shall now include cash, stock and warrants.
In lieu of the $750,000 which as stated in the contract as payment for the
total Public Relations Campaign, MDC will accept a down payment of $75,000 in
which we have already received $50,000; 100,000 unregistered 144 common shares
of the company's stock to be issued within 20 business days of the signing of
this amendment and 100,000 $3 warrants with piggyback registration rights, also
to be issued in 20 business days. The warrants will have a two-year expiration
date from the date of this amendment. If the company attempts to delay the
freeing-up of the marketable securities of both the stock and warrants due MDC
under this amendment to the agreement, and an arbitrator rules in favor of MDC,
then the company will owe MDC its arbitration fees plus a monthly penalty equal
to 20% of the stock and warrants issued to MDC under this agreement. Any loss
in market value as a result of not receiving the stock and warrants due to MDC
as per this agreement, will be immediately reimbursed to MDC by the company.
In the event that MDC does not receive the stock and warrants set forth above
in this amendment within 45 days, the company will be considered in breach of
this agreement and MDC will be entitled to the receipt and ownership of all
such stock and warrants without further performance of services, as identified
in this agreement. In addition, MDC will be entitled to demand registration
rights on said securities. Upon receipt of such securities, MDC will have at
its sole discretion the right to either move forward or terminate the agree-
ment.
It is understood between both parties, because time is of the essence, that the
company will finalize within the next 10 business days, a marketing campaign
with MDC. The scope of the campaign is identified in the December 10, 1997
letter. The company's sole obligation to MDC will be a monthly fee of
$10,000.
The term of the contract will be one-year commencing January, 1998. Both
parties agree to finalize that contract formerly in the next 10 business days.
It is understood by both parties that the general scope of that contract will
follow the same format of the October 24, 1997 contract between MDC and Saf T
Lock.
Please sign and Fax back this document.
Sincerely,
/s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx
President
/s/ Xxxxxxx Xxxxxxxxx /s/ Xxxxx Xxxxxx
Xxxxxxx Xxxxxxxxx, President Xxxxx Xxxxxx
/s/Xxxx Xxxxxxx
Xxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
NOTE:
The details of the letter of December 10, 1997 referred to in this document
have been incorporated in total in the Product Recognition Campaign Agreement.
NOTE:
This Letter Agreement contains a typographical error. Instead of stating that
"100,000 $3 warrants" were to be issued, the Agreement should state that "3
stock purchase warrants for 100,000 shares each, exercisable at $3 per share"
were to be issued pursuant to the Letter Agreement.
