EXHIBIT 10.166
XXXXXX X. XXXXXXXXXX
NATIONAL POOLS CORPORATION
000 00XX XXXXXX
XXX XXXXXXXXX, XX 00000
June 4, 1997
Xx. Xxxx X. Xxxx, Xx.
Xxxx Xxxxxxx'x XX, Inc.
0 Xxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
Re: Exchange Agreement Transaction
Dear Xxxx:
Reference is made to that certain Exchange Agreement entered into by and among
me, Xxxx Xxxxxxx'x XX, Inc. and Universal Network Services, Inc. ("UNS")
concerning the proposed purchase by UNS of 50,000 shares of Series B Preferred
Stock issued by NuOasis Gaming, Inc. ("NuOasis"). As we have discussed, most of
the terms and conditions of that sale will be set forth in a separate agreement
to be entered into by and between me and UNS and the escrow instructions to be
signed by me, UNS and other purchasers of Series B Preferred Stock, Xxxx
Xxxxxxx'x XX, Inc. and NuOasis.
In order to expedite the closing of the transaction envisioned by the Exchange
Agreement, as well as all related transactions and to accurately reflect our
ultimate economic interest in these transactions, this letter will confirm that
I, in my sole discretion, will, on behalf of both me and Xxxx Xxxxxxx'x XX,
Inc., have the discretion to decide whether the representations and warranties
made by UNS in the Exchange Agreement are accurate and whether the conditions to
closing specified in that Agreement have been fulfilled. I may not, however,
authorize a closing of the transaction envisioned by the Exchange Agreement or
deem such representations and warranties accurate or such closing conditions
fulfilled, unless I have been informed by Xxxxxxx X. Xxxxxxxx, Esq., of
Skjerven, Morrill, XxxXxxxxxx, Xxxxxxxx & Xxxxx LLP, acting as escrow holder for
the various transactions identified above, that he is in a position to make
distributions to Xxxx Xxxxxxx'x XX, Inc., such that it will receive from the
proposed distribution of cash and all past cash distributions out of such escrow
to Xxxx Xxxxxxx'x XX, Inc. a total of $250,000.
Please indicate your acceptance of the agreement of these terms and conditions
by signing this letter in the blank below and returning it to me.
Very truly yours,
/S/ XXXXXX X. XXXXXXXXXX
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Xxxxxx X. Xxxxxxxxxx
The foregoing terms and conditions are accepted and agreed to.
XXXX XXXXXXX'X XX, INC.
By: /S/ XXXX X. XXXX
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Xxxx X. Xxxx, CEO
