GUNNALLEN
FINANCIAL
---------
0000 X. XXXXXXXXX XXXX.
SUITE 700
TAMPA, FLORIDA 33607
September 3, 2004
Xx. Xxxxxxx Xxxxxxxx, Chairman & CEO
Anza Capital Inc.
0000 Xxxxxxx Xx.
Xxxxx 000
Xxxxx Xxxx, XX 00000
VIA E-MAIL: XXXXX@XXXXX.XXX
Re: ADDENDUM to November 25, 2003 Advisory Agreement
Dear Xxxxx,
Pursuant to our the Advisory Agreement between Anza Capital, Inc. (AZAC) and
GunnAllen Financial, Inc. (GAF) date November 25, 2003 please confirm the below
changes to the agreement.
From this date forward the monthly fee to GAF will be $12,000. The first monthly
payment under this addendum will be due on September 25, 2004 with payments made
the 25th of each of the following eleven months. The term of the agreement will
extend to the earlier of a non-cancelable period of one year (new expiration
date will be November 25, 2005) or 30 days post notice of the collateral to be
withdrawn which XxxxXxxxx's client provided.
As additional compensation AZAC will issue to GAF a warrant for 200,000 shares
of AZAC common stock with a strike price of $.10 per share which will have piggy
back registration rights for the very next registration made by AZAC as well as
a demand registration right covering all the shares underlying the warrants at
the holders expense. The warrant will be issued immediately and the warrants
will have a five-year term.
Any delay in the monthly payment will require an ongoing 10% increase in the
monthly cash payment (additional $1,200 per month) as well as an additional 10%
in warrants (20,000 warrants issued immediately) for every instance payment is
not received by the 10th of each month.
Prior to moving forward, XXXX must also have the original warrant for 5% of the
fully diluted shares issued per paragraph (4) of the original agreement dated
November 25, 2003 by and between GunnAllen Financial Inc. and Anza Capital, Inc.
The parties hereby
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agree to amend the warrant from the original agreement to a total of 250,000
warrants with a strike price of $ .25 per share. The parties understand that
this is a non cash transfer, however, Anza Capital Inc. agrees to vest the 2nd
one percent (now 100,000 fully vested) of the aforementioned 250,000 warrants to
be issued per the above amendment to the original agreement at the new strike
price of $.25 in lieu of the fact that the average market value of the
collateral provided over the last 30 days was $1,250,000.
Agreed and Accepted by:
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxxx Xxxxxxxx
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Xxxxxx X. Xxxxx, Managing Director Xxxxxxx Xxxxxxxx, CEO
GunnAllen Financial Anza Capital, Inc.
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Dated Dated
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