EXHIBIT 10.37
▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
July 19, 2000
Gestrow Investments Limited
C/o Dr. ▇▇. ▇▇▇▇▇▇▇▇ & Partner
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇-▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
Attn.: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇
Re: Amendment to Common Stock Purchase Agreement
Gentlemen:
Reference is made to that certain Common Stock Purchase Agreement (the
"Purchase Agreement"), dated July 6, 2000, between ▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. (the
"Company") and Gestrow Investments Limited (the "Purchaser"). It has recently
come to the attention of the parties that in order to register for resale the
Common Stock to be purchased pursuant to the Purchase Agreement, certain
provisions of the Purchase Agreement must be deleted or revised. The Company and
the Purchaser hereby agree to delete or revise said provisions from the Purchase
Agreement.
In consideration of the mutual covenants and agreements contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree to restate the following
section of the Purchase Agreement as follows:
Section 1.1 (d) "Draw Down Pricing Period" shall mean a period of
twenty-two (22) consecutive Trading Days beginning on the date specified in
the Draw Down Notice, such date to occur only on or after the date of the
Draw Down Notice.
Section 5.3 Conditions Precedent to the Obligation of the Purchaser to
accept a Draw Down and Purchase the Shares.
The obligation hereunder of the Purchaser to accept a Draw Down
request and to acquire and pay for the Shares is subject to the
satisfaction, at or before each Draw Down Exercise Date, of each of the
conditions set forth below.
Section 6.1 (b) Only one Draw Down shall be allowed in each Draw Down
Pricing Period. The price per
share paid by the Purchaser shall be based on the Average Daily Price on
each separate Trading Day during the Draw Down Pricing Period. The number
of shares of Common Stock purchased by the Purchaser with respect to each
Draw Down shall be determined on a daily basis during each Draw Down
Pricing Period and settled on a weekly basis (each such date, a "Draw Down
Exercise Date". If the Average Daily Price is less than the Threshold Price
on any Trading Day within the Draw Down Pricing Period, the Company shall
not sell the Shares otherwise to be sold for such day.
Section 6.1(d) The Company shall have the right to issue and exercise
a Draw Down of up to $2,000,000 of the Company's Common Stock per Draw
Down, subject to the limitations set forth immediately below. The minimum
Draw Down shall be $250,000.
Section 7.1 The term of this Agreement shall be eighteen (18) months
from the Effective Date.
Except as specifically amended by the terms of this letter, the Purchase
Agreement and its exhibits shall remain unmodified and in full force and effect,
and shall not be in any way changed, modified or superseded by the terms set
forth herein. All terms used but not defined in this letter shall have the
meanings set forth in the Purchase Agreement.
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This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument and shall become
effective when counterparts have been signed by each party and delivered to the
other parties hereto, it being understood that all parties need not sign the
same counterpart. Execution may be made by delivery by facsimile.
If the foregoing correctly sets forth our understanding and agreement,
please so indicate by signing where indicated below.
▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
ACCEPTED AND AGREED TO:
GESTROW INVESTMENTS LIMITED
By: /s/ illegible
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Authorized Signatory
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