XXXX X. XXXXXXX
ATTORNEY AT LAW
0 XXXX XXXXX, XXXXX 000
XXXXXX, XXXXXXXXXX 00000
TEL: (000) 000-0000 FAX: (000) 000-0000
April 16, 1996
NuOasis Gaming, Inc.
0 Xxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
RE: Second Addendum to and Renewal of Consulting Agreement
Gentlemen:
This letter will serve as the Second Addendum to the undersigned's
Consulting Agreement dated November 22, 1994 (the "Consulting Agreement") with
NuOasis Gaming, Inc., formerly E.N. Xxxxxxxx Company (the "Company"). Pursuant
to Paragraph 3 of the Consulting Agreement, the Company agrees that the
Consulting Agreement will be renewed for an additional twelve months commencing
April 1, 1996 (the "Renewal Term") with an increase in the Base Fee to $75,000
for the Renewal Term.
Xxxx Xxxxxxx'x XX, Inc. ("Xxxx"), the Company's parent, agrees to include
in a Form S-8 Registration Statement at its expense 30,000 shares of Nona's
common stock, the net proceeds of which are to be credited in the undersigned's
invoices to the Company against the Base Fee for the Renewal Term.
STOCK OPTION. As an additional inducement to render services during the
Renewal Term from April 1, 1996 to March 31, 1997, the Company hereby grants the
undersigned an option to purchase Two Hundred Seventy Five Thousand (275,000)
shares of common stock of the Company (the "Option Shares") with such option
exercisable at $.12 per share as soon as the Company has sufficient authorized
shares to permit exercise. The Company agrees to execute a separate Stock Option
Agreement as soon as practicable. In the event of any change in the common stock
of the Company by reason of stock dividends, forward stock splits, reverse stock
splits, spin-offs, mergers, recapitalizations, combinations, conversions,
exchanges of shares or the like or the issuance of shares of common stock or any
class of securities directly or indirectly convertible into or exchangeable for
common stock after the date hereof, the number and kind of shares subject to the
option shall be appropriately adjusted so that the undersigned will have the
right to acquire the same equity percentage in the Company as he had immediately
before the event.
The Company will register the Option Shares with the Securities and
Exchange Commission on a Form S-8 or other applicable registration statement as
soon as the Company has sufficient authorized shares to permit exercise. Option
Shares issued prior to registration will be done so only in reliance on
exemptions from registration provided by Section 4(2) of the Securities Act of
1933 (the "Act"), Regulation D of the Act, and applicable state securities laws.
Such issuance shall be in reliance on representations and warranties of the
undersigned set forth in the Consulting Agreement, to be updated upon exercise.
April 16, 1996
NuOasis Gaming, Inc.
Page 2
If the foregoing is agreeable, please indicate your approval by dating and
signing below and returning an original copy to me.
Very truly yours,
/s/ Xxxx X. Xxxxxxx
---------------------------------------
Xxxx X. Xxxxxxx
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED THIS 16th day of April, 1996, with an effective date
retroactive to April 1, 1996.
NUOASIS GAMING, INC. XXXX XXXXXXX'X XX, INC.
By: /s/ Xxxx X. Xxxx By: /s/ Xxxx X. Xxxx
-------------------------- -----------------------------------
Name: Xxxx X. Xxxx Name: Xxxx X. Xxxx
Title: President Title: Chief Executive Officer
