Exhibit 10.57
SBI-USA
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August 18, 2003
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇, Chief Executive Officer
Ventures-National Incorporated
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RE: Amendment of Consulting Agreement
Gentlemen:
We refer to the Consulting Agreement dated as of July 24, 2003 (the
"Consulting Agreement") between SBI-USA ("SBI"), and Ventures-National
Incorporated, a Utah corporation (collectively with its affiliates, the
"Company").
We have agreed between us that the Consulting Agreement be amended with
regard to the compensation to be received by SBI for the services outlined in
the Consulting Agreement. Therefore the Consulting Agreement is hereby amended
as follows:
Paragraph 3 of the Consulting Agreement is replaced in its entirety with the
following
3. In consideration of its services pursuant to this Agreement, SBI
shall be entitled to receive, and the Company agrees that SBI shall receive,
whether from the Company or from affiliates thereof, (a) a warrant exercisable
for 500,000 shares of common stock of the Company having an exercise price of
$0.75 per share which shall be exercisable for a period of two years commencing
upon July 24, 2003. Such warrants shall also provide for cashless exercise; (b)
a warrant exercisable for 500,000 shares of common stock of the Company having
an exercise price of $0.38 per share which shall be exercisable for a period of
on year commencing upon July 24, 2003; and (c) a warrant exercisable for 600,000
shares of common stock of the Company having an exercise price of $0.75 per
share which shall be exercisable for a period of six months commencing upon
August 18, 2003. All of the warrants described in this Paragraph 3 shall provide
for adjustment of the exercise price thereof and the number of shares of common
stock issuable upon the exercise thereof in the event of (i) the declaration of
dividends on the outstanding common stock payable in shares of its capital
stock; (ii) subdivision of the outstanding common stock; (iii) combination of
the outstanding common stock into a smaller number of shares; or (iv) issuance
of any shares of its capital stock by reclassification of the common stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation). The Company agrees
that it shall provide to SBI the notices referenced in the any warrant
Ventures-National Incorporated
August 18, 2003
Page 2
issued to SBI to purchase shares of the Company's common stock by an affiliate
of the Company as they relate to the Company and that any such affiliate shall
be a third-party beneficiary of this provision.
We further agree to withhold from exercising the cashless exercise
provisions in the warrants described in Paragraph 3(a) of the Consulting
Agreement as amended above for a period of six months from the date hereof.
If the foregoing correctly sets forth our Agreement, please sign the
enclosed copy of this letter in the space provided and return it to us.
Very truly yours,
SBI-USA
By:
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
Confirmed and Agreed to as of:
this 18th day of August, 2003
VENTURES-NATIONAL INCORPORATED
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chief Executive Officer