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EXHIBIT 4.1
[WINNERS ENTERTAINMENT LETTERHEAD]
November 17, 1995
Xx. Xxxxxx X. Xxxxxxxx
00000 Xxxxxx Xxxx Xxxx
Xxx Xxxx Xxxxxxxxxx, Xxxxxxxxxx 00000
Dear Xx. Xxxxxxxx:
The purpose of this letter is to set forth our understanding of the terms of an
agreement to issue shares of the Common Stock of Winners Entertainment, Inc.
(the "Company") to you in compensation for your services to the Company.
1. The Company agrees to issue 200,000 shares of the Company's Common
Stock (the "Shares") as compensation for your consulting services to the
Company from January 15, 1992 to December 31, 1992. in connection with the
consideration by the Company of merger and acquisition possibilities and
candidates. The issuance of the Shares shall constitute full payment for your
performance of such services for the Company during such period.
2. The Company agrees to register the Shares on a Registration
Statement on Form S-8 under the Securities Act of 1933 as soon as possible.
3. The certificates representing the Shares will be delivered upon
registration pursuant to paragraph 2 without any legend restricting the resale
of the Shares. The Company agrees to file all reports and take all other
actions necessary to keep the Registration Statement on Form S-8 effective for
a period of not less than six months commencing on the date of the Shares.
4. This letter agreement sets forth the entire understanding of the
parties with respect to the subject matter hereof; supersedes any and all prior
agreements, arrangements and understandings with respect to the subject matter
hereof; and may be modified only by another written instrument duly executed by
both parties.
5. This letter agreement may be executed in one or more counterparts,
each of which shall be deemed to constitute an original and all of which taken
together shall constitute one and the same agreement.
6. This letter agreement may not be assigned by operation of law or
otherwise, but shall be binding on the heirs, legal representatives and
successors of the respective parties hereto.
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Xx. Xxxxxx X. Xxxxxxxx
November 17, 1995
Page Two
If the foregoing comports with your understanding and is acceptable to
you, please execute this letter agreement where indicated below.
Very truly yours,
WINNERS ENTERTAINMENT, INC
By /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
Accepted and agreed to this 17th day of November, 1995 at San Juan Capistrano,
California.
/s/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
