Attn: Todd Bomberg
Exhibit
99.1
M.A.G. Capital, LLC
Attn: Xxxx Xxxxxxx
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX00000
Dear
Xx.Xxxxxxx:
Re: Registration
Rights Agreement dated June 20, 2006
Reference is hereby made to that certain Registration
Rights Agreement dated
June 20, 2006, as previously amended by a letter agreement dated September
5,
2006 (collectively, the "Registration Agreement") by and among AHPC Holdings,
Inc. (the "Company"), M.A.G. Capital, LLC ("MAG"), Monarch Pointe Fund, Ltd.
("Monarch"), Mercator Momentum Fund, L.P. ("MMF"), Mercator Momentum Fund III,
L.P. ("MMF III"; and together with MMF, Monarch and MAG, the "Purchasers").
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to them in the Registration Agreement.
Notwithstanding anything in the Registration
Agreement to the contrary, the
Company and Purchasers hereby covenant and agree that Section 2(a) of the
Registration Agreement is hereby amended in its entirety to read as
follows:
"(a) The Company shall
prepare or file a registration statement (the "Registration Statement") with
the
Securities and Exchange Commission (the "SEC") no later than September 22,
2006,
in order to register the resale of the Registrable Securities under the
Securities Act. The Company shall use its best efforts to cause the Registration
Statement to become effective no later than ninety (90) days after the filing.
Once effective, the Company shall use its commercially reasonable efforts to
maintain the effectiveness of the Registration Statement until the earliest
of
the following dates (the "Expiration Date") (i) the date that all of the
Registrable Securities have been sold, or (ii) the date that the Company
receives an opinion of counsel to the Company that all of the Registrable
Securities may be freely traded without registration under the Securities Act,
under Rule 144 promulgated under the Securities Act or otherwise."
All remaining
provisions of the Registration Agreement remain unchanged and in
full force and effect. This letter agreement may be executed by facsimile
and in counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same agreement.
BY /s/ Xxxx X.
Zeffer___________________
Print
Name: Xxxx X. Xxxxxx
Title:
Chief Executive Officer
Agreed to and accepted by the undersigned
this 8th day of September, 2006.
M.A.G. CAPITAL, LLC
By: /s/ Xxxx
Xxxxxxx
Xxxx
Xxxxxxx
Chief
Investment Officer
By: /s/ Xxxxx
Xxxxxxxxx
Xxxxx
Xxxxxxxxx
Portfolio
Manager
MONARCH POINTE FUND, LTD.
By: /s/ Xxxx
Xxxxxxx
Xxxx
Xxxxxxx
Chief
Investment Officer
By: /s/ Xxxxx
Xxxxxxxxx
Xxxxx
Xxxxxxxxx
Portfolio
Manager
MERCATOR MOMENTUM FUND, L.P.
Xxxx
Xxxxxxx
Chief
Investment Officer
By: /s/ Xxxxx
Xxxxxxxxx
Xxxxx
Xxxxxxxxx
Portfolio
Manager
MERCATOR MOMENTUM FUND III, L.P.
By: /s/ Xxxx
Xxxxxxx
Xxxx
Xxxxxxx
Chief
Investment Officer
By: /s/ Xxxxx
Xxxxxxxxx
Xxxxx
Xxxxxxxxx
Portfolio
Manager
2
