November 12, 1996
VIA FACSIMILE
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Xxxxxx Capital Corporation
dba The Xxxxxx Group
0000 X. XxXxxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000-0000
Re: Financial Consulting Services Letter of Agreement
Dear Xxxx:
This letter will confirm and constitute the amendments to that
certain Letter of Agreement dated as of April 26, 1996 (the "Agreement") between
Xxxxxx'x Incorporated, a New Mexico corporation (the "Company") and Xxxxxx
Capital Corporation dba The Xxxxxx Group ("TMG") pursuant to which TMG is
obligated to furnish certain management, consulting and financial advisory
services to the Company.
WHEREAS, the Company was merged with and into XXXXXX Outdoor
Advertising & Travel Centers Incorporated, a Nevada corporation, as of August
28, 1996;
WHEREAS, TMG has satisfactorily provided the services set
forth in the Agreement to date, including assistance in the preparation and
filing of the Registration Statement for the registration on Form SB-2 of up to
1,450,000 shares of the Common Stock of the Company (the "IPO"); and
WHEREAS, in connection with the IPO, the National Association
of Securities Dealers ("NASD") has required that certain provisions of the
Agreement be revised in order to comply with the rules and regulations of the
NASD.
Xxxxxx Capital Corporation
November 12, 1996
Page 2
NOW, THEREFORE, the Company and TMG hereby agree to revise the
Agreement as follows:
1. XXXXXX Outdoor Advertising & Travel Centers
Incorporated shall succeed to all of the rights and
assume all of the obligations of the Company set
forth in the Agreement;
2. TMG shall not be required to provide any of the
investor relations services set forth in the last
sentence of Section 3.C of the Agreement and the
Company shall have no obligation to pay in
consideration therefor any of the fees set forth in
that sentence;
3. TMG shall return the Certificate representing 98,537
shares of the Common Stock of XXXXXX Outdoor
Advertising & Travel Centers Incorporated previously
delivered to TMG pursuant to Section 3.E of the
Agreement and the Company shall cancel such
certificate on its stock record books; and
4. TMG shall receive a Success Fee, as defined in the
Agreement, in the amount of one and one-half (1.5%)
percent of the gross proceeds of the IPO, subject to
the terms set forth in the first sentence of Section
3.C of the Agreement. Such one and one-half (1.5%)
percent Success Fee shall be in lieu of and in full
satisfaction of the Company's obligation to pay a
Success Fee of three (3%) percent of such proceeds as
required by the first sentence of such Section 3.C
prior to the date hereof.
All other terms and conditions of the Agreement shall remain
in full force and effect in accordance with their terms unless agreed to by the
Company and TMG in writing.
Xxxxxx Capital Corporation
November 12, 1996
Page 3
AGREED AND ACCEPTED:
Please confirm that the foregoing correctly sets forth our
mutual understanding by signing and returning a copy of this Letter of Amendment
to the Agreement to the undersigned at your earliest convenience.
Very truly yours,
XXXXXX Outdoor Advertising &
Travel Centers Incorporated, a
Nevada corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President and Chairman
of the Board
Date: 11/12/96
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AGREED AND ACCEPTED BY:
/s/ Xxxx X. Xxxxxx
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Xxxxxx Capital Corporation
By: Xxxx X. Xxxxxx
Chairman of the Board and
Chief Executive Officer
Date: 11/12/96
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