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EXHIBIT 6.39
AMENDMENT TO REGULATION S DISTRIBUTION AGREEMENT,
DATED APRIL 17, 1996, BY AND BETWEEN THE COMPANY AND
BERKSHIRE INTERNATIONAL FINANCE
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AMENDMENT TO REGULATION S DISTRIBUTION AGREEMENT
THIS AMENDMENT TO REGULATION S DISTRIBUTION AGREEMENT ("AMENDMENT") is made
this 17th day of April, 1996 by and between KCD HOLDINGS INCORPORATED, a Nevada
corporation, whose main offices are located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter referred to as "KCD"); and BERKSHIRE
INTERNATIONAL FINANCE, INC., a Delaware corporation (hereinafter referred to as
"BERKSHIRE"), with principal executive offices located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
W I T N E S S E T H
WHEREAS, KCD and BERKSHIRE have previously executed a Regulation S
Distribution Agreement dated March 29, 1996 (the "Agreement"), and desire to
amend and restate the provisions of Section 1.01 of the Agreement only by means
of this Amendment.
NOW THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto agree as follows:
1. Section 1.01 of the Agreement is hereby amended and restated as
Follows:
1.01 BERKSHIRE shall use its "best efforts" to obtain subscriptions for up
to approximately $1,800,000 worth of KCD Common Stock, (the "Securities") in an
offering conducted pursuant to Rule 903 of Regulation S (the "Offering"). The
Offering will consist of a maximum of 1,200,000 shares of Common Stock offered
at a price per share equal to the lesser of (i) 40% below the closing bid price
of the Company's common stock on the day immediately prior to the execution of
the attached Offshore Securities Subscription Agreement by the Purchaser; or
(ii) $1.50 per share. Such subscriptions shall be in the form of a Subscription
Agreement (a copy of which is attached hereto) executed by a prospective
purchaser.
2. All of the remaining terms and conditions of the Agreement shall
remain in full force and effect and shall not be affected by this Amendment.
(SIGNATURES ON FOLLOWING PAGE)
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
executed this Amendment.
BERKSHIRE INTERNATIONAL FINANCE, INC.
By: _______________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, President
KCD HOLDINGS INCORPORATED
By: _______________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
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