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Exhibit 10.68
AMENDMENT AGREEMENT
This Amendment Agreement is made and entered into as of this 15th day
January 1998 by and among VIDEO COMMUNICATIONS NETWORK, LLC (the "Company"), a
Georgia limited liability company, and the undersigned members ("Members") of
the Company.
RECITALS:
A. The Members entered into an Operating Agreement dated August 20, 1997,
for the purpose of, among other things, organizing the Company as a Georgia
limited liability company and providing for the Members' respective
contributions to the capital of the Company and resulting ownership of shares
("Limited Liability Company Shares" or "LLC Shares").
B. The Members have decided to amend and revise the allocation of LLC
shares ownership among themselves effective as of the date of the Original
Agreement, without changing the aggregate number of Ordinary LLC Shares and
Deferred LLC Shares.
AGREEMENTS:
In consideration of the Recitals, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Amendment. The Original Agreement is hereby amended by deleting
Exhibit A thereof in its entirety and substituting in lieu thereof the new form
of Exhibit A that is attached as Exhibit A to this Amendment Agreement.
2. Company Consent; Capital Accounts. The Company consents to the revised
allocation of ownership of its LLC Shares in the substituted form of Exhibit A.
The Members will immediately adjust their respective capital contributions to
the Company to conform to the revised allocation of Ordinary LLC Shares
stipulated in the substituted form of Exhibit A.
3. No Other Change. Except as provided in Paragraph 1 above, the Original
Agreement shall remain in full force and effect in accordance with its terms.
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IN WITNESS WHEREOF, the parties have caused this Amendment Agreement to be
duly executed and affixed their seals.
AMERICAN ARTISTS FILM CORPORATION
(CORPORATE SEAL)
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Authorized Officer
/s/ Xxxxxx X. Xxxxxxx (SEAL)
--------------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxx (SEAL)
--------------------------------------
Xxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx (SEAL)
--------------------------------------
Xxxxxxx X. Xxxxxxxxx, V
/s/ Xxx X. Xxxxx (SEAL)
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Xxx X. Xxxxx
/s/ Xxxx X. Xxxx, M.D. (SEAL)
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Xxxx X. Xxxx
VIDEO COMMUNICATIONS NETWORK, LLC
(COMPANY SEAL)
By: /s/ Xxxxxx X. Xxxxxxx
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Authorized Officer
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EXHIBIT A
to Operating Agreement, as amended, of
VIDEO COMMUNICATIONS NETWORK, LLC.
a limited liability company
organized under the laws of Georgia
Name, address and federal Ordinary Deferred Capital
tax identification number LLC Shares LLC Shares Contribution
of initial Members Received Received by Member
------------------ -------- -------- ---------
1. American Artists Film 7,890 0 $789.00
Corporation
0000 Xxxxxx Xx., XX
Xxxxxxx, XX 00000
Tax I.D. No.: 00-0000000
2. Xxxxxx X. Xxxxxxx 0 1,000 50.00
0000 Xxxxxx Xx., XX
Xxxxxxx, XX 00000
Soc. Sec. No.: ###-##-####
3. Xxxx X. Xxxxxx 444 0 44.40
00 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Soc. Sec. No.: ###-##-####
4. Xxxxxxx X. Xxxxxxxxx, X 000 0 22.20
0000 X. 00xx Xxxxxx
Xxxxxx, XX 00000
Soc. Sec. No.: ###-##-####
5. Xxx X. Xxxxx 222 0 22.20
0000 Xxxxx Xx., X.X.
Xxxxxxx, XX 00000
Soc. Sec. No.: ###-##-####
6. Xxxx X. Xxxx 222 0 22.20
000 Xxxxxxxx Xxxxx
XxXxxx, XX 00000
Soc. Sec. No.: ###-##-####
----- ----- -------
Total 9,000 1,000 $950.00
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