Exhibit 10.1
XXXX TECHNOLOGIES INTERNATIONAL, INC.
00X Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
Xxxxx 0, 0000
XXX Partners, LLC
AJW Offshore, Ltd.
AJW Qualified Partners, LLC
New Millennium Capital Partners II, LLC
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx, Xxx Xxxx 00000
Re: XXXX TECHNOLOGIES INTERNATIONAL, INC.
Ladies and Gentlemen:
Reference is made to the Securities Purchase Agreement (the "Purchase
Agreement") dated as of December 16, 2005 by and among Xxxx Technologies
International, Inc. and each of AJW Partners, LLC, AJW Offshore, Ltd., AJW
Qualified Partners, LLC, and New Millennium Capital Partners II, LLC.
1. The Purchase Agreement is hereby amended to delete therefrom
Sections 8(g) and 8(h) of the Purchase Agreement.
2. All other provisions of the Purchase Agreement shall remain in full
force and effect.
The parties shall do and perform, or cause to be done and performed,
all such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other parties hereto
may reasonably request in order to carry out the intent and accomplish the
purposes of this letter agreement.
Very truly yours,
Xxxx Technologies International, Inc.
By: /s/ Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxx
ACCEPTED AND AGREED:
AJW PARTNERS, LLC
By: SMS GROUP, LLC
/s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxx, Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: FIRST STREET MANAGER II, LLC,
/s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxx, Manager
AJW OFFSHORE, LTD.
By: FIRST STREET MANAGER II, LLC
/s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxx, Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW MANAGER, LLC
/s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxx, Manager
