WARRANT MODIFICATION AGREEMENT (EQUITY LINE)
WHEREAS, on July 3, 2000 ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation
(successor in interest by merger to ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Florida
corporation) (the "Company"), issued to Libra Finance S.A. common stock purchase
warrant No. 11 to purchase up to 4,000,000 shares of the Company's $.001 par
value common stock for $1.00 per common share, and common stock purchase warrant
No. 12 to purchase 2,000,000 common shares for $1.25 per common share
("Warrants"); and
WHEREAS, the Company has determined that it is in the Company's best
interests to modify the Warrants.
It is now therefore agreed by the Company for good and valuable
consideration, receipt of which is acknowledged, that:
1. The Purchase Price, as defined in the Warrant, is reduced to $.50.
2. Except as modified herein, the Warrant, the documents referred to
therein, and documents delivered in connection therewith remain in full force
and affect.
3. This Warrant Modification Agreement constitutes the binding
obligation of the Company.
4. In lieu of the Company reissuing a Warrant certificate reflecting
the reduced Purchase Price, a copy of this Warrant Modification Agreement
appended to the Warrant shall be deemed sufficient to establish the reduction of
the Purchase Price.
5. The Company is concurrently issuing to Libra Finance S.A., common
stock purchase warrant No. 13, a copy of which is annexed hereto, to purchase up
to 2,500,000 $.001 par value common shares at a Purchase Price of $.29 per
common share.
Dated: New York, New York
November 2, 2000
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Executive Officer