1
Exhibit No. 10(viii)(c)
THIRD AMENDMENT TO
STILLWATER CAPITAL ADVISORS, LLC
ENGAGEMENT LETTER WITH
FANZ ENTERPRISES, INC.
This Third Amendment to the Stillwater Capital Advisors, LLC Engagement
Letter with FanZ Enterprises, Inc. (this "Amendment"), dated August 2, 2001, is
by and between FANZ ENTERPRISES, INC., a Delaware corporation, (hereinafter
referred to as the "Company") and STILLWATER CAPITAL ADVISORS, LLC, a Georgia
limited liability company (hereinafter referred to as the "Advisor").
WHEREAS, the Company and the Advisor entered into an Engagement Letter
dated January 1, 2001 (the "Agreement");
WHEREAS, the Company and the Advisor entered into a First Amendment to
the Agreement dated June 13, 2001 (the "First Amendment"); and
WHEREAS, the Company and the Advisor entered into a Second Amendment to
the Agreement dated July 19, 2001 (the "Second Amendment"); and
WHEREAS, the Company has been requested by the administrators of
various state securities agencies to further revise the Agreement as a
pre-condition to approval of the Company's application for securities
registration under the Coordinated Equity Review program.
NOW, THEREFORE, in consideration of the recitals and the mutual
promises and covenants herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree to amend the Agreement as follows:
A. Paragraph 3 of the Agreement, as amended and revised by the Second
Amendment, shall be revised, and hereby is amended to read, as follows:
3. The Advisor shall receive from the Company or its
successors, a cash Advisory Fee equal to Five Hundred
Thousand Dollars ($500,000). Payment of the Advisory
Fee shall be subordinated to the Company having first
achieved profitability. Profitability will be
demonstrated by an annual audited financial statement
reflecting net profit for that year. This Agreement,
once effective, may be terminated by the Company
providing thirty (30) days prior written notice to
the Advisor of its election of termination.
B. All other provisions of the Agreement, not specifically addressed in
Section A above or in the First Amendment or Second Amendment, shall remain in
full force and effect.
2
IN WITNESS WHEREOF, the parties hereto have hereunto affixed their
signatures as of this 2 day of August, 2001.
FANZ ENTERPRISES, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇
-------------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇
President
STILLWATER CAPITAL ADVISORS, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇