Exhibit 11
XXXXXX XXXXXXX XXXX
0000 Xxxx Xxxxxx Xxxx, Xxxxxxxx Xxxxxx, XX 00000
January 29, 2003
Xxxxxxx X. Seven
Xxxxxx X. Xxxxxxxxx
00000 Xxx Xxxxxx Xxx
Xxxxx 0000
Xxxxxx, Xxxxxxxxxx 00000
RE: LETTER AGREEMENT //
AMENDMENT TO THE PUT AND CALL AGREEMENT
Gentlemen:
Reference is hereby made to that certain Put and Call Agreement, dated as
of _____________, 2003, attached hereto as Exhibit 1 and incorporated herein by
this reference (the "Put Agreement"), by and between Xxxxxx X. Xxxxxxxxx
("Xxxxxxxxx"), Xxxxx Seven ("Seven"), Xxxxxx Xxxxxxx Xxxx ("Xxxx"), and La Jolla
Cove Investors, Inc., a California corporation. Pursuant to the Put Agreement,
Xxxxxxxxx, Xxxx and Seven, jointly and severally, have the option to purchase
all or a portion of the "Stock" (as defined in the Put Agreement) pursuant to
the terms and conditions set forth in Section 2 and other provisions of the Put
Agreement (the "Call Right").
As additional consideration of each of Xxxxxxxxx and Seven entering into
the Put Agreement, Xxxx hereby agrees not to, and hereby waives his right to,
exercise Xxxx'x Call Right pursuant to Section 2 of the Put Agreement. Xxxx
hereby acknowledges, understands and agrees that such Call Right may be
exercised only by Xxxxxxxxx and Seven notwithstanding any provision of the Put
Agreement to the contrary. Except as amended and modified herein, the Put
Agreement shall remain in full force and effect.
This Letter Agreement shall be construed under and in accordance with, and
governed in all respects by, the laws of the State of California. If any action
or proceeding is initiated with respect to this Letter Agreement the venue
therefor shall be in Orange County, California, which is deemed to be a
convenient forum. If any party commences any mediation, arbitration,
administrative proceeding or judicial proceeding (each, a "Proceeding") to
enforce or interpret any term, condition or other provision of this Letter
Agreement, then the prevailing party in such Proceeding shall be entitled to
recover reasonable attorneys' fees, expert witness fees, accounting fees and
related costs incurred by such prevailing party in such Proceeding, in addition
to any other relief to which such prevailing party may be entitled.
Sincerely,
/s/ Xxxxxx Xxxxxxx Xxxx
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XXXXXX XXXXXXX XXXX, an individual
EXHIBIT 1
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PUT AGREEMENT
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(See attached pages)
