EXHIBIT 10.38
AMENDMENT
Reference is made to the Securities Purchase Agreement (the "PURCHASE
AGREEMENT") dated October 6, 2004 by and among VisiJet, Inc. ("VISIJET") and
Gamma Opportunity Capital Partners L.P. ("GAMMA"), Bridges & PIPES LLC ("B&P"),
LibertyView Special Opportunities Fund, LP ("LIBERTYVIEW"), Blue Fin Partners,
Inc. ("Blue Fin") and Little Gem Life Sciences Fund, LLC ("Little Gem"),
wherein, among other matters, VisiJet has issued convertible debentures in the
aggregate principal amount of $885,000 (the "DEBENTURES").
Further, reference is made to the Securities Purchase Amendment
Agreement (the "AMENDMENT AGREEMENT") dated October 6, 2004 by and among
VisiJet, Bushido Capital Master Fund, L.P., B&P and LibertyView, wherein, among
other matters, VisiJet has issued amended convertible notes and debentures in
the aggregate principal amount of $2,000,000 (the "AMENDED DEBENTURES").
The parties hereto agree as follows:
1. Any waiver or release of any covenants contained in the Debentures
may be approved by the holders of a majority of the original principal amount of
such Debentures.
2. Notwithstanding Section 2.3 of the Amended Debentures issued to
Bushido and B&P and Section 2.3 of the Debentures, VisiJet may borrow, without
the consent of any of the holders of such Debentures or Amended Debentures up to
an aggregate of $2,000,000 in unsecured, subordinated debt bearing interest not
greater than 10% per annum with a term of not less than five years.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the undersigned have caused this Amendment
to be duly executed as of the date first above written.
VISIJET, INC.
By: /S/ XXXXXX X. XXXXXX
---------------------------
Xxxxxx X. Xxxxxx
President
BUSHIDO CAPITAL MASTER FUND L.P.
By: Bushido Capital Partners, Ltd.
By: /S/ XXXXX XXXXXX
---------------------------
Xxxxx Xxxxxx
President
BRIDGES & PIPES LLC
By: /S/ XXXXX XXXXX
---------------------------
Xxxxx Xxxxx
Managing Member
LIBERTYVIEW SPECIAL OPPORTUNITIES FUND, LP
By: /S/ XXXXXX X. XXXXXX
---------------------------
Xxxxxx X. Xxxxxx
Authorized Person
BLUE FIN PARTNERS, INC.
By: /S/ XXXXX XXXX
---------------------------
Xxxxx Xxxx
Title:
LITTLE GEM LIFE SCIENCES FUND, LLC
By: /S/ XXXXXXX XXXXXXX
---------------------------
Xxxxxxx Xxxxxxx
Title:
GAMMA OPPORTUNITY CAPITAL PARTNERS, LP
By: ______________________________________
Name:
Title:
Title
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