EXHIBIT 4.1
AGREEMENT
Whereas, You Bet International, Inc. ("Employer") and Xxxxxxxxx Xxxxxxx
("Employee") entered into an employment agreement dated November 14, 1996
(the "Employment Agreement").
Whereas, the Employment Agreement contained a provision that Employer
would pay Employee a signing bonus of $30,000 (the "Bonus").
Whereas, the Bonus was due and payable on December 31, 1996.
Whereas, the Employee gave the Employer an extension of one year to
pay the Bonus based on the Employer agreeing to pay interest on the Bonus at
the rate of 15% per annum.
Whereas, the Employer is not in a financial position to pay the Bonus
as of December 31, 1997.
Therefore, in consideration of the mutual promises made herein,
Employer and Employee agree as set forth below, effective as of December 31,
1997.
Employer agrees to issue common stock purchase warrants to Employee to
purchase 100,000 shares of Employer's common stock, immediately exercisable
at $3.00 per share (the "Warrants"). The Warrants will be exercisable, in
whole or in part, through and until the later of (i) the last day of the 180
day period commencing on the date that a registration statement registering
the shares of common stock underlying the Warrants is declared effective by
the Securities and Exchange Commission or (ii) October 31, 1998.
Employer agrees to deliver a certificate evidencing the issuance of the
Warrants (the "Warrant Certificate"), duly executed by an officer of
Employer, to Employee no later than April 30, 1998, and upon the issuance and
delivery of such Warrant Certificate, Employee agrees that the Bonus,
including accrued interest, will be cancelled.
Employer agrees to register the shares of common stock underlying the
Warrants with the Securities and Exchange Commission pursuant to a
REgistration Statement on Form S-8 as soon as practicable after the issuance
of the Warrant Certificate, but in no event later than May 11, 1998.
Should the Warrants expire without being exercised by Employee, this
Agreement will be deemed null and void, and the Bonus, including accrued
interest, will be retroactively reinstated as an obligation of Employer.
Employer: Employee:
You Bet International Inc. Xxxxxxxxx Xxxxxxx
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxxxx Xxxxxxx
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Xxxxx X. Xxxxxxxx
Chairman and Chief
Executive Officer
