EXHIBIT 4.10
May 7, 1999
Attn: Xxxxxxxxxxx Xxxxx
Focus Enhancements, Inc.
000 Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
Re: Union Atlantic LC ("Union Atlantic")/Focus Enhancements, Inc. ("Focus")
Agreement
Dear Xxxxx:
Per your request, I am writing to document our understanding with
respect to the above-captioned agreement dated December 12, 1998, as
subsequently amended (the "Agreement"). The terms of the Agreement require Union
Atlantic to have an exclusive relationship with Focus for six months, or until
June 12, 1999, solely with respect to the sale of substantially all of the stock
or assets of Focus. With respect to a minority equity investment in Focus, the
relationship is non-exclusive.
With particular regard to Focus' relationship with JW Genesis
Securities, Inc. ("JWG"), it is agreed that the commissions described in the
Agreement shall be waived for any placement through JWG. Union Atlantic will
seek cash compensation for any such transaction directly from JWG.
Notwithstanding the foregoing, upon closing of an equity placement through JWG,
Focus shall issue to Union Atlantic a purchase warrant for 25,000 shares of
Focus common stock at a per share exercise price not to exceed the per share
exercise price of the warrants granted to JWG/or the equity investor with
respect to the subject equity investment.
Should you have any question, please don't hesitate to call.
Respectfully,
/s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
Partner
