EXHIBIT 10.6
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September 15, 2005
Knockout Holdings, Inc. ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇
Attn.: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, Chairman 8824 Stage Ford Road ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Gentlemen:
You have requested that I agree to an amendment to my Employment
Agreement changing the position for which I was hired from Chief Executive
Officer to President and Chief Operating Officer, in order to allow ▇▇▇▇ ▇▇▇▇▇▇▇
to be and remain the Chief Executive Officer of the Company. This letter will
confirm my agreement to do so, subject to, and conditional upon, the written
agreement thereto by Knockout Holdings, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ and
to the satisfaction of each and all of the following conditions:
1. The full performance by ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ of their
respective obligations pursuant to Paragraph 4(d) of my Employment Agreement
within ten (10) days from the date hereof.
2. The agreement of Knockout Holdings, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇
▇▇▇▇▇▇, as evidenced by their signatures below, to amend my Employment Agreement
to provide that if there is a change of control of the Company (meaning that if
substantially all of the assets of the Company shall be acquired by any third
party or parties, or if a majority of the voting shares of the Company shall
hereafter be owned by a party or parties who are not currently shareholders of
the Company), I shall have the right to resign my employment within ninety (90)
days after I am notified by the Company that such change of control has
occurred. In such event, if I resign my employment, my resignation shall be
considered as though my employment were terminated by the Company without cause
pursuant to Section 6(b), and I shall be entitled to all rights as therein
provided.
Please execute and return a copy of this letter to me on or before
September 21, 2005, to indicate your agreement to the foregoing. In such event,
except as herein provided, my
Knockout Holdings, Inc. and
Messrs ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇
September 15, 2005
Page Two
Employment Agreement dated August 22, 2005, shall remain in full force and
effect. If you do not sign and return a copy of this letter to me on or before
September 21, 2005, and/or if either or both of Messrs. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ shall
fail to satisfy their obligations pursuant to Paragraph 4(d) of my Employment
Agreement within the time above stated, this letter shall be null and void and
of no force and effect, and my Employment Agreement shall remain in full force
and effect as originally executed.
Very truly yours,
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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DEM:kmn
AGREED TO THE FOREGOING:
Knockout Holdings, Inc.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Dated: 9/15/05
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Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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AGREED TO THE FOREGOING:
▇▇▇▇ ▇▇▇▇▇▇▇ Dated: 9/15/05
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AGREED TO THE FOREGOING:
▇▇▇▇▇ ▇▇▇▇▇▇ Dated: 9/15/05
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