[LETTERHEAD OF MAGNITUDE INFORMATION SYSTEMS, INC.]
February 4, 1999
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Re: Consulting Agreement dd. October 31, 1996
Dear ▇▇▇▇▇▇▇:
As verbally agreed, in consideration for your services under the above agreement
during 1998 and in addition to the shares awarded you pursuant to our May 15,
1998, agreement, we shall be issuing additional 125,000 shares of the Company's
common stock, to be registered by the Company as soon as practicable pursuant to
Form S-8 Registration Statement. Such shares shall constitute remuneration in
full for your services.
This action has been duly authorized by the board of directors of the Company.
Please acknowledge this arrangement by signing below and returning a copy to us.
Very truly yours,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Chairman Acknowledged and Accepted
/s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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