AVTEL
Communications, Inc.
December 13, 1996
Mr. Xxxxx Xxxxxx
0000 Xxxxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Re: Amendment to Letter Agreement dated August 1, 1996 (the "Letter
Agreement")
Dear Xx. Xxxxxx:
Reference is made to the Letter Agreement and to that certain Assumption
and Rights Agreement dated as of October 23, 1996, by and among AvTel
Communications, Inc., a Utah corporation (formerly Hi, Tiger International,
Inc.) (the "Company"), AvTel Holdings, Inc., a California corporation
(formerly AvTel Communications, Inc.) ("AHI"), Xxxxxxx X. Xxxx ("Papa"), Xxxxx
X. Xxxxxx ("Xxxxxx") and you (the "Assumption Agreement").
Pursuant to the terms and conditions of the Assumption Agreement, the
Company has assumed and agreed to perform all rights, obligations and duties
of AHI under the Letter Agreement. The rights under the Letter Agreement
include the option of the Company or its assignees to purchase from you, at
any time after the Effective Events (as defined in the Letter Agreement) to
acquire from you all or any part of the 1,063,128 shares (the "Shares") of the
Company's $.001 par value common stock ("Common Stock") that had been issued
to you in connection with the merger of the Company with AHI.
Based on certain determinations of the Board of Directors of the Company
(the "Board") and certain other considerations and factors, you and the
Company have agreed to enter into this letter agreement to amend and reform
the Letter Agreement. Accordingly, in consideration of the mutual covenants,
agreements and promises contained herein, you and the Company agree as
follows:
1.The right and option of the Company to purchase the Shares has been
partially assigned, transferred and set over to Xxxxxxx X. Xxxx and Xxxxx X.
Xxxxxx, each as to 431,564 shares.
000 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx, 00000 - Phone (000) 000-0000 - Fax
(000) 000-0000.
The Company retains the right, subject to the terms and conditions of a
separate agreement entered into between you and the Company of even date
herewith, to purchase 200,000 of the Shares.
3.The option exercise price is $0.00094062 per share.
4.Except as expressly set forth herein and as otherwise set forth in the
separate agreement referenced in paragraph 2 above, all other terms and
conditions of the Letter Agreement shall remain in full force and effect.
If you agree to the terms and conditions of this amendment to the Letter
Agreement, please sign in the space provided below and return a copy of this
to the Company.
Very truly yours,
AvTel Communications, Inc.
Xxxxxxx X. Xxxx
President & Chief Executive Officer
Acknowledged and accepted this _____ day
of December, 1996.
_____________________________________
Xxxxx X. Xxxxxx
