EXHIBIT 99.5
AMENDMENT TO WARRANT NO. CS-89
THIS AMENDMENT, dated December 29, 2004 (this "AMENDMENT"), to Warrant
No. CS-89, issued on November 9, 2004 by Xxxxxxxx Technologies, Inc., a Florida
corporation (the "COMPANY") to Southridge Partners, LP (the "WARRANT HOLDER")
for the purchase of up to 568,750 shares of the common stock, $.0001 par value
per share, of the Company (the "WARRANT");
WHEREAS, the Company and the Warrant Holder desire to temporarily
reduce the exercise price of the Warrants to $0.60 per share and that ensure
that all of the Warrants are exercised;
NOW, THEREFORE, in consideration of the mutual covenants contained in
this Amendment, for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
All capitalized terms used on this Amendment and not defined herein
shall have the meaning give such term the Warrant.
The Warrant is hereby amended so that the Warrant Holder may exercise
all or any portion of its Warrant for an exercise price of $ 0.60 per share of
Common Stock from the date of this Amendment until midnight on December 31, 2004
(the "NEW PRICE EXERCISE PERIOD"); provided that (1) the Warrant Holder shall
exercise all of the Warrants on or before the close of business New York City
time on December 31, 2004 and (2) the number of shares of Common Stock subject
to the Warrant shall not be adjusted as a result of the temporary reduction in
exercise price set forth in this Agreement.
Furthermore, Section 11(a) of the Warrant is hereby deleted in its
entirety.
Except as expressly provided in this Amendment, the terms and
conditions of the Warrant shall be unchanged and shall remain on full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused their Amendment to
be duly executed by their respective authorized officers as of the date first
above written.
XXXXXXXX TECHNOLOGIES, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: President
Southridge Partners, LP
By:_____________________
Name:___________________
Title:__________________
