EXHIBIT 10.07 FIRST AMENDMENT TO LS CAPITAL AGREEMENT
FIRST AMENDMENT TO AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT (the "First Amendment") is made and
entered into as of this the 14th day of April, 1998 by and between (a) JVWeb,
Inc. a Delaware corporation (the "Company"), and (b) LS Capital Corporation, a
Delaware corporation ("LS Capital").
Recitals
WHEREAS, the Company and LS Capital entered into an Agreement (the
"Agreement") dated November 15, 1997, regarding the sale and issuance of certain
securities in the Company to LS Capital, the registration with the United States
Securities and Exchange Commission of certain securities in the Company owned by
LS Capital, the declaration by LS Capital of an in-kind dividend to its
stockholders of the securities so registered, and various additional matters;
and
WHEREAS, the Company and LS Capital desire to amend the Agreement upon
the terms, provisions and conditions set forth hereinafter;
Agreement
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the undersigned parties to amend the Agreement, the Company and LS Capital
agree as follows (all undefined, capitalized terms used herein shall have the
meanings assigned to such terms in the Agreement):
1. Amendments to the Agreement.
a. The first sentence of Section 2(a) of the Agreement is
hereby amended to read in its entirety as follows:
"Each Unit shall consist of one share of Common Stock
and three separately assignable (i.e. "detachable") "First
Tier Warrants"."
b. Section 2(b) of the Agreement is hereby amended so that the
two references to "1,000,000 First Tier Warrants" shall now refer to "1,500,000
First Tier Warrants."
c. Section 4 of the Agreement is hereby amended so that the
reference to "1,000,000 First Tier Warrants" shall now refer to "1,500,000 First
Tier Warrants."
d. The first sentence of Section 8 of the Agreement is
hereby amended to read in its entirety as follows:
"If the registration statement under which shares of Common
Stock are registered pursuant to Section 4 is not declared
effective within nine months after the date of this Agreement
through no breach of this Agreement by the Company, or if the
Company elects to terminate this Agreement (which may be done
so by giving written notice to LS Capital), this Agreement
shall, except as hereafter provided, become null and void, the
parties hereto shall be relieved of any further duties,
obligations and responsibilities with respect to this
Agreement, and the parties shall cooperate in good faith in
unwinding all actions taken in reliance on this Agreement."
2. Miscellaneous. Except as otherwise expressly provided herein, the
Agreement is not amended, modified or affected by this First Amendment. Except
as expressly set forth herein, all of the terms, conditions, covenants,
representations, warranties and all other provisions of the Agreement are herein
ratified and confirmed and shall remain in full force and effect. On and after
the date on which this First Amendment becomes effective, the terms,
"Agreement," "hereof," "herein," "hereunder" and terms of like import, when used
herein or in the Agreement shall, except where the context otherwise requires,
refer to the Agreement, as amended by this First Amendment. This First Amendment
may be executed into one or more counterparts, and it shall not be necessary
that the signatures of all parties hereto be contained on any one counterpart
hereof; each counterpart shall be deemed an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have signed their names hereto
as of the first date written above.
JVWEB, INC. LS CAPITAL CORPORATION
a Delaware corporation a Delaware corporation
By: /S/ Xxxx Xxxxx By: /S/ Xxxx X. Xxxxxx
Xxxx Xxxxx, Xxxx X. Xxxxxx,
President Chief Executive Officer
