FIRST ADDENDUM TO
AGREEMENT FOR SALE OF UNIVIEW TECHNOLOGIES CORPORATION
5% CONVERTIBLE PREFERRED STOCK, SERIES 1998-A1
TO BROWN ▇▇▇▇▇▇▇ STRATEGIC GROWTH FUND, LTD. AND
BROWN ▇▇▇▇▇▇▇ STRATEGIC GROWTH FUND, L.P.
uniView Technologies Corporation ("UVEW"), Brown ▇▇▇▇▇▇▇ Strategic
Growth Fund, Ltd. and Brown ▇▇▇▇▇▇▇ Strategic Growth Fund, L.P.
(collectively, "Brown ▇▇▇▇▇▇▇") agree to the following modifications to
the Convertible Preferred Stock Purchase Agreement, including the
Certificate of Designation of 5% Convertible Preferred Stock, Series 1998-
A1 of uniView Technologies Corporation heretofore executed by the parties
and dated as of June 30, 1998 (collectively, the "Agreement"):
Notwithstanding anything in the Agreement to the contrary, the
parties hereby agree as follows:
1. ▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby subscribes for and purchases an additional 16
shares of Series 1998-A1 Preferred Stock at a purchase price of
$400,000, as hereinafter allocated, with funding to occur no later
than the close of business on January 27, 1999;
2. ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall receive additional warrants, as hereinafter
allocated, to purchase One Million (1,000,000) shares of UVEW's
$.10 par value common stock, exercisable for three (3) years at
an exercise price of One Dollar ($1.00) per share;
3. The conversion price for all outstanding shares of Series 1998-A1
Preferred Stock, including the current investment, is hereby fixed
at $.625 per share;
4. ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall indemnify UVEW for any placement fees which may
otherwise accrue to Pacific Continental Securities Corp. because of
the additional funding;
5. ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not convert any shares of 1998-A1 Preferred
Stock, shall not exercise any warrants, and shall not sell any shares
of UVEW $.10 par value common stock until July 26, 1999, unless on
the trading day immediately preceding any such proposed action, the
closing sale price of UVEW common shares equals or exceeds $2.50 per
share;
6. On or about April 26, 1999, and upon the expiration of each ninety
(90) day period thereafter, upon a thirty (30) day written request
from Brown ▇▇▇▇▇▇▇, UVEW shall file a registration statement with
the Securities and Exchange Commission covering up to one-third
(1/3) of the number of common shares underlying Series 1998-A1
Preferred Stock, plus one-third (1/3) of the number of common shares
underlying the warrants referenced in item number two above; the
number of shares to be registered shall accumulate; and
7. It is the intent of the parties that this First Addendum shall
constitute a re-issuance of all outstanding shares of Series 1998-A1
Preferred Stock as of the date hereof and the parties agree to
execute and file such further documentation as may be reasonably
necessary to effect this intent; ▇▇▇▇▇ ▇▇▇▇▇▇▇ acknowledges that
UVEW's Common Stock is currently subject to delisting from Nasdaq
and hereby waives any penalties and remedies for breach of any
covenant to maintain such listing, although UVEW agrees to use its
best reasonable efforts to maintain such listing; the parties
further waive such penalties and remedies for any breach which may
have otherwise accrued under the Agreement since June 30, 1998.
The Agreement is, in all other respects, hereby ratified and
affirmed.
Dated as of January 26, 1999.
IN WITNESS WHEREOF, the parties hereto have caused this First
Addendum to the Agreement to be duly executed by their respective
authorized persons as of the date first indicated above.
UNIVIEW TECHNOLOGIES CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
BROWN ▇▇▇▇▇▇▇ STRATEGIC GROWTH FUND, LTD.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Principal
BROWN ▇▇▇▇▇▇▇ STRATEGIC GROWTH FUND, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Principal
Company:
uniView Technologies Corporation
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Purchasers:
Brown ▇▇▇▇▇▇▇ Strategic Growth Fund, Ltd.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Portion of Series 1998-A1 Purchase Price - $_300,000_________
Series 1998-A1 Shares - _12________________
Warrants to purchase UVEW par value $.10 common stock 750,000________
Brown ▇▇▇▇▇▇▇ Strategic Growth Fund, L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Portion of Series 1998-A1 Purchase Price - $_100,000__________
Series 1998-A1 Shares - _4_________________
Warrants to purchase UVEW par value $.10 common stock 250,000_________