EXHIBIT 10.5
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
WHEREAS, the undersigned entered into a Registration Rights
Agreement dated June 3, 1999 (the "Agreement") in connection with shares of
common stock of Technology Horizons Corp. (the "Company") held by ▇▇ ▇▇▇▇
("▇▇▇▇"); and
WHEREAS, pursuant to the Agreement the Company is obligated to file
a registration statement in connection with certain of such shares within six
months of the date of the Agreement; and
WHEREAS, each of the undersigned recognizes that it is in the
Company's best interest (in light of the present market conditions and need
for additional Financing of the Company) to extend the period within which
such registration statement need be filed; and
WHEREAS, the Company has requested, and Pock has agreed, to extend
such period for an additional nine (9) months;
NOW THEREFORE, in consideration of the premises, the Agreements set
forth below and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agree as
follows:
1. Section 3.1 of the Agreement is hereby amended so that the words
"six (6) months" on the second line therein is replaced by the words "fifteen
(15) months.
2. Except as modified above, the Agreement shall remain unmodified
and in full force and effect, including but not limited to Section 15 thereof
which states that the registration of the Registrable Securities (as defined
therein) pursuant to the Agreement will occur prior to or pari passu with,
and not subsequent to, the registration of any shares of common stock of the
Company presently held by any holder of 5% or more of the stock of the
Company.
IN WITNESS WHEREOF, the undersigned have caused this Amendment
Agreement to be executed as of October 15, 1998.
TECHNOLOGY HORIZONS CORP.
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
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