Exhibit 1-.4
AMENDMENT
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This Amendment (the" Amendment") to that certain Investment Agreement dated
November 28, 2005 previously entered into ("the Previous Agreement") by and
between Proton Laboratories, Inc. ("Proton"), a State of Washington corporation,
and, Dutchess Private Equities Fund, LP, a Delaware limited partnership, is made
on this 17th day of December 2005.
WHEREAS, it is in the best interest of both parties to facilitate (the
"Facilitation") the filing, review and effectiveness of the Form SB-2 to be
filed in connection with the Previous Agreement.
WHEREAS, the Facilitation will be furthered by amending the Previous Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements set forth herein and in reliance upon the representations and
warranties contained herein, the parties hereto covenant and agree as follows:
1. Amendment. The Previous Agreement is hereby amended to reflect at its
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Section 2-D the following changes:
At Section 2-D , the DELETION of the phrase "the lesser of (i)".
At Section 2-D, the DELETION of the phrase "and (ii) Twenty percent
(20%) of the aggregate trading volume of the Common Stock during the
applicable Pricing Period times (x) the lowest closing bid price of
the Company's Common Stock during the specified Pricing Period,".
These DELETIONS result in the Section 2-D as amended reading in is entirety as
follows:
"SECTION 2. PURCHASE AND SALE OF COMMON STOCK.--D. INVESTOR'S
OBLIGATION TO PURCHASE SHARES. Subject to the conditions set forth in
this Agreement, following the Investor's receipt of a validly
delivered Put Notice, the Investor shall be required to purchase from
the Company during the related Pricing Period that number of Shares
having an aggregate Purchase Price equal to the Put Amount set forth
in the Put Notice, but only if said Shares bear no restrictive legend,
are not subject to stop transfer instructions, pursuant to Section
2(h), prior to the applicable Closing Date."
2. Other. In all other respects, the Previous Agreement are unchanged.
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[Signatures Appear on the Next Page]
IN WITNESS WHEREOF, the parties hereto have executed or caused this Amendment to
be executed this 17th day of December 2005.
Proton Laboratories
By
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Xxxxxx Xxxxxxxxx, CEO
DUTCHESS PRIVATE EQUITIES FUND, L.P.
BY ITS GENERAL PARTNER,
DUTCHESS CAPITAL MANAGEMENT, LLC
By:
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Xxxxxxx X. Xxxxxxxx, Managing Member
