EXHIBIT 10.2
INTERNET SPORTS NETWORK, INC.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, X.X. X0X0X0
Xxxxxx
May 12, 1998
Digital Data Networks, Inc.
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Gentlemen:
The purpose of this letter is to amend the letter agreement (the
"Letter of Intent") dated April 30, 1998 between Internet Sports Network, Inc.,
a Nevada corporation ("ISN"), and Digital Data Networks, Inc., a Washington
corporation ("DDN"). Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Letter of Intent.
1. Amendments to the Letter of Intent.
a. The second sentence of Section 1(a) is amended to
state in its entirety as follows:
The Merger Agreement shall provide that shares of DDN Common Stock
shall be issued to the shareholders of ISN in exchange for each share
of ISN Common Stock (the aggregate number of shares of DDN Common Stock
issued to be referred to as the "Merger Consideration"), such that
following the Merger the outstanding common stock of the Surviving
Corporation shall be held approximately 14% by the shareholders of DDN
and approximately 86% by the shareholders of ISN (on a fully-diluted
basis, excluding the DDN warrants).
b. The first sentence of Section 1(d) is amended to
state in its entirety as follows:
From December 31, 1997 until the Closing Date, (i) there shall have
been no material adverse change in the condition (financial or
otherwise), business prospects, properties, net worth or results or
operations of DDN or ISN; (ii) the businesses of DDN and ISN shall have
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been conducted in the ordinary course consistent with part practice;
(iii) DDN shall have no less than $450,000 of cash at the Closing; (iv)
ISN shall have completed one or more private placements (collectively,
the "ISN Private Placement") of shares of ISN Common Stock or other ISN
securities with aggregate gross proceeds to ISN of $1,200,000; and (v)
prior to the later of (A) the date of completion of the ISN Private
Placement and (B) the date of execution of the Merger Agreement, DDN
shall have invested $150,000 in ISN in exchange for shares of ISN
Common Stock or other ISN securities on substantially similar terms as
the ISN Private Placement.
2. Public Announcements. Unless required by applicable law or
required or requested by regulatory authority, neither party hereto shall issue
any report, statement or press release to the public, the trade or the press or
any other third party relating to this letter, except as mutually agreed by the
parties. Copies of any such reports, statements or press releases, including any
announcements or disclosures mandated by law or regulatory authorities, shall be
delivered to the other parties hereto prior to their releases.
3. Expenses. Each party hereto shall bear its own expenses in
respect of this letter.
4. Governing Law; Consent to Jurisdiction. The parties agree that
this letter and respective rights and duties and obligations hereunder shall be
governed and construed in accordance with the laws of the State of New York
without giving effect to the principles of conflicts of law thereof. Each of the
parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of
any New York state court or Federal court sitting in the State of New York over
any action or proceeding arising out of or relating to this letter and the
transactions contemplated hereby and each of the parties hereto hereby
irrevocably agrees that all claims in respect of such action or proceeding may
be heard and determined in such New York state or Federal court. Each of the
parties hereto hereby irrevocably waives, to the fullest extent legally
possible, the defense of an inconvenient forum to the maintenance of such action
or proceeding.
5. Prior Agreements. The arrangements contained in the Letter of
Intent, as amended by this letter, supersede all prior agreements relating to
the subject matter hereof.
6. Counterparts. This letter may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which when
taken together shall constitute one and the same instrument.
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If the foregoing terms and conditions are acceptable to you, please so
indicate by signing this letter and returning it to the attention of ISN.
Very truly yours,
INTERNET SPORT NETWORK, INC.
By: /s/ Xxxxxxx Xxxxx
--------------------
Name: Xxxxxxx Xxxxx
Title: President
Agreed to and Accepted:
DIGITAL DATA NETWORKS, INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------
Name: Xxxxxx X. Xxxxx
Title: CEO
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Digital Data Networks, Inc.
(Registrant)
Date: September 2, 1998 By: /s/ Xxxxxx X. Xxxxx, Xx.
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Xxxxxx X. Xxxxx, Xx., President
Date: September 2, 1998 By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxx
Vice President, Finance & Operations
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