February 3, 2003
Mr. Xxxxx Xxxxxx
President and Chief Executive Officer
Nebo Products, Inc.
00000 Xxxxxxx Xxxxxxxxx #000
Xxxxxx, XX 00000
Dear Xxxxx:
Thank you for the opportunity to be of service over the past few months. The
purpose of this letter is to amend the agreement dated March 28, 2002, with
respect to the addition of services relating to:
1) The effort to sell the Sporting Goods Division of NEBO.
2) The effort to raise additional capital in the form of long-term debt or
equity.
3) The effort to replace Summit Financial as your senior lender.
4) Consulting on investor relations and other corporate financial matters.
In light of these potentially conflicting, simultaneous efforts:
First, we propose to change our current monthly retainer of $1,400 to an earned
fee, such that it will not be credited against any future success fees, if
earned.
Second, we propose to increase the fee on any M&A transaction, including the
possible sale of the Sporting Goods Division, to 5% of the total price of any
such deal, payable at closing.
Third, we propose that we receive a 5% offering management fee on the placement
of any long-term debt or equity we raise, payable at closing.
Fourth, we propose that we receive a 1% fee for any new commitment for senior
financing, payable at closing.
Fifth, we propose that we be granted 400,000 shares, recorded on your books and
ours at today's closing price of $.02 per share.
If these changes are acceptable, please indicate by signing below.
Sincerely,
/s/
Xxxxx X. Xxxxxx
Managing Director
Nebo Products, Inc.
/s/
______________________
Xxxxx Xxxxxx, CEO Date
00 Xxxx Xxxxxxxx, Xxxxx 000 x Xxxx Xxxx Xxxx, XX 00000
(000) 000-0000 o xxx.xxxxxxxxxxxxx.xxx o xxx@xxxxxxxxx.xxx
Xxxxxx Capital, Inc. (Member NASD) is a wholly owned subsidiary of
Xxxxxx Advisory Services, LLC.
