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EXHIBIT 6.21
ADDENDUM #1 TO THE BRIDGE LOAN AND CONSULTING
AGREEMENT ENTERED INTO ON _______________, 1995
BY AND BETWEEN PACIFIC ACQUISITION GROUP, INC.
AND AMERICAN INDEPENDENT NETWORK, INC.
This Addendum (the "Addendum") to the Bridge Loan and Consulting
Agreement (the "Agreement") is entered into by and between Pacific Acquisition
Group, Inc. ("PAG"), a Colorado corporation, and American Independent Network,
Inc. ("AIN"), a Delaware corporation, as of this ____ day of ___________, 1996.
("PAG" and "AIN" collectively referred to hereinafter as the "Parties").
RECITALS
WHEREAS, it is the intent of both PAG and AIN to modify the terms of the
Bridge Loan and Consulting Agreement (the "Agreement") executed by the Parties
on ___________, 1995;
WHEREAS, AIN is seeking to raise an additional Two Million Dollars
($2,000,000) in capital through the issuance of equity securities (the
"Shares"), pursuant to a Private Offering in the same amount scheduled to
commence in June/July, 1996;
WHEREAS, PAG is willing to provide introductions to both Broker-Dealers
and suitable investors in connection with the placement of $2,000,000 of Shares;
THEREFORE, AIN hereby engages the services of PAG for the purpose set
forth above, and in consideration of the mutual promises contained herein, the
Parties agree as follows:
1. Within ten days of terminating the Two Million Dollar
($2,000,000) private equity offering, AIN shall issue to PAG a Common Stock
Certificate evidencing ownership of 2% of the issued and outstanding Capital
Stock of AIN. Such stock issuance shall be exclusive of the issuance to PAG of
4.9% of AIN Capital Stock as provided in the Agreement; and
2. In the event less than Two Million Dollars ($2,000,000)
is raised, the 2% distribution of Common Stock referred to above shall be
reduced based on the following formula:
a. The actual amount raised in the Two Million Dollar
($2,000,000) Private Offering divided by $2,000,000. For example, if $1,000,000
is raised, PAG would receive Common Stock equal to 1% of the issued and
outstanding Capital Stock of AIN.
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For the purposes of this Addendum, the term "Capital Stock" shall have
the same meaning as set forth in the Agreement.
IN WITNESS WHEREOF, this Addendum has been executed as of the date first
set forth above.
AMERICAN INDEPENDENT NETWORK, INC.
By: _______________________________
Its: ______________________________
PACIFIC ACQUISITION GROUP, INC.
By: _______________________________
▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
President
