EXHIBIT 10.1
SUPPLEMENT TO MULTIMEDIA/CORPORATE IMAGING AGREEMENT
DATED MARCH 5, 2002
SUPPLEMENT TO MULTI-MEDIA/CORPORATE IMAGING AGREEMENT
The following provisions are hereby incorporated into and made a part of
that certain Multi-Media/Corporate Imaging Agreement, dated December 7, 2001
(the "Agreement") between Dimensional Visions Incorporated, a Delaware
corporation (the "Client"), on the one hand, and Xxxxx X. Xxxxxxxx and Xxxxx X.
Xxxxx (collectively, the "Members"), on the other hand. This Supplement to
Multi-Media/Corporate Imaging Agreement ("Supplement") shall be effective as of
March 05, 2002 (the "Effective Date"). All capitalized terms in this Amendment,
to the extent not otherwise defined herein, shall have the meanings assigned to
such terms in the Agreement.
1. The Agreement states that, "To complete both Phase One and Phase Two, it
is mutually agreed the total cost (the `Fee') of Three Hundred and Fifty
Thousand Dollars ($350,000) may be satisfied by cashiers check or Three Hundred
and Fifty Thousand Dollars ($350,000) in shares of common stock of Client
(`Shares') registered with the Securities and Exchange Commission (`SEC') on
Form S-8 representing 5,000,000 Shares priced at $0.07 per Share (bid price the
day of this Agreement). It is understood that if the Share price falls below
$0.07, Client will deliver additional Shares to compensate for the decreased
Share price for a period of six months from the date of this Agreement. It is
also understood that if the Share price increases above $.07 per Share, Members
shall return to Client any remaining Shares for a period of six months from the
date of this Agreement." The Share price has fallen to $0.002 as of March 05,
2002. However, Members have agreed to accept 39,200,000 Shares due to the price
discrepancy at a value of $0.008929 per share. Therefore, Client shall issue to
the Members an additional 34,200,000 (17,100,000 each) shares of common stock
(the "Additional Shares") in accordance with the Agreement. However, if the
Share price goes above $0.008929 within six months from the date of the
Agreement, Shares will be returned to the Client on a pro rata basis such that
the Members shall receive compensation in stock valued at no more than $350,000.
The additional 34,200,000 Shares (all or in part) shall be registered with the
SEC on a Registration Statement on Form S-8 by Client at Client's expense in the
due course of business, but not later than May 31, 2002. The Client shall
immediately register, via Form S-8, 12,000,000 of the additional 34,200,000
shares. The remaining shares issued (22,200,000) shall be restricted under Rule
144 and shall be held in escrow until such time as the Client ascertains (by the
pro rata calculation above) whether the Member needs to return any shares.
2. Members represent and warrant that this issuance of the Additional
Shares fully satisfies all the requirements of the Agreement and that no further
Shares shall be issued by Client no matter how low the Share price falls.
3. Members recognize that Client will be conducting an Annual Meeting of
its Stockholders and soliciting proxies for certain agenda items. Members
represent and warrant that Client did not solicit proxies from the Members nor
did Client issue the Additional Shares in exchange for Members to vote on any
agenda items for Client's pending Annual Meeting of Stockholders.
4. All other provisions of the Agreement remain unchanged.
IN WITNESS WHEREOF, the Parties have caused this Supplement to be duly executed
and delivered as of the Effective Date.
CLIENT:
Dimensional Visions Incorporated,
a Delaware corporation
/s/ Xxxx X. XxXxxxxxx
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BY: Xxxx X. XxXxxxxxx
ITS: President
MEMBERS:
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
