FINET.COM, INC. AMENDMENT TO SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT

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Exhibit 99.2

XXXXX.XXX, INC.
AMENDMENT TO SERIES B CONVERTIBLE PREFERRED
STOCK AND WARRANT PURCHASE AGREEMENT

        This Amendment to Series B Convertible Preferred Stock and Warrant Purchase Agreement (the "Amendment") is made as of July 19, 2002, by and among XxXxx.xxx, Inc., a Delaware corporation (the "Company"), and investors listed on the Schedule of Investors attached hereto as Exhibit A (the "Investors"). All capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in that certain Series B Convertible Preferred Stock and Warrant Purchase Agreement dated as of May 10, 2002, by and among the Company and the Investors named therein, as amended (the "Purchase Agreement").

WHEREAS, Section 2.1(a) of the Purchase Agreement provides that any subsequent Closings of sales of Series B Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock") pursuant to the Purchase Agreement shall take place no later than 60 days following the Initial Closing;

WHEREAS, the Company and the Investors wish to extend the period in which subsequent Closings pursuant to the Purchase Agreement may occur because of the delay in the date of the Company's annual meeting of stockholders occasioned by a review of the Company's proxy materials by the Securities and Exchange Commission;

WHEREAS, the Company filed an Amended and Restated Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock (the "Amended Certificate of Designations") with the Secretary of State of the State of Delaware on June 5, 2002, in order to, among other things, remove the preferred stockholders' redemption right and provide for redemption of the Preferred Stock solely at the option of the Company;

WHEREAS, in consideration for the Investors' consent to the filing of the Amended Certificate of Designations, the Company agreed to increase the number of Warrant Shares issuable upon exercise of the Warrants that Investors received pursuant to the Purchase Agreement;

WHEREAS, Section 7.1 of the Purchase Agreement permits amendment of any term of the Purchase Agreement with the written consent of the Company and the Investors holding a majority of the Common Stock issued or issuable upon conversion of the Shares issued pursuant to the Purchase Agreement; and

WHEREAS, the Company and the Investors agree that it is in the Company's and the Investors' best interest to amend the Purchase Agreement so as to extend the allowable time period for subsequent Closings and to increase the number of Warrants Shares which Investors receive.

NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE COMPANY AND THE INVESTORS AGREE AS FOLLOWS:

1.

Amendment of Section 2.1(a). Section 2.1(a) of the Agreement is hereby amended to read in its entirety as follows:

        "The purchase, sale and issuance of the Shares and the Warrants shall take place at one or more closings (each of which is referred to in this Agreement as a "Closing"). The initial Closing (the "Initial Closing") shall take place on May 10, 2002, or such other date as the Company and the Investors participating in such Initial Closing shall agree, and the subsequent Closing(s) shall take place on such date(s), as shall be approved by the Company and the Investors participating in such subsequent Closing(s), no later than 120 days following the Initial Closing (each such closing date is referred to in this Agreement as a "Closing Date")."

2.

Amendment of Exhibit A. Exhibit A of the Purchase Agreement is hereby amended to read in its entirety as set forth in Exhibit A hereto.

3.

Governing Law. This Amendment shall be governed in all respects by the internal laws of the State of California as applied to agreements entered into among California residents to be performed entirely within California, without regard to principles of conflicts of law.

4.

Survival of Agreement. Other than as set forth in this Amendment, all provisions of the Purchase Agreement shall remain in full force and effect.

5.

Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

(The Remainder of This Page Intentionally Left Blank.)

2

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first set forth above.

		COMPANY:
		XXXXX.XXX, INC.
		By:		/s/  L. XXXXXX XXXXXXX L. Xxxxxx Xxxxxxx Chief Executive Officer
		INVESTOR:
		L. Xxxxxx Xxxxxxx (Name of Investor)
		/s/  L. XXXXXX XXXXXXX (Signature)
		(Name and title of signatory, if applicable)

(Signature Page to Amendment to Series B Convertible Preferred Stock and Warrant Purchase Agreement)

        IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first set forth above.

COMPANY:

XXXXX.XXX, INC.

By:

L. Xxxxxx Xxxxxxx
Chief Executive Officer

INVESTOR:

Xxxxx Xxxxx (Name of Investor)

/s/  XXXXX XXXXX (Signature)

(Name and title of signatory, if applicable)

(Signature Page to Amendment to Series B Convertible Preferred Stock and Warrant Purchase Agreement)

        IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first set forth above.

		COMPANY:
		XXXXX.XXX, INC.
		By:
				L. Xxxxxx Xxxxxxx Chief Executive Officer
		INVESTOR:
		Banco Espirito Santo de Investimento, S.A. (Name of Investor)
		By:		/s/  XXXXXX XXXXXXXX Xxxxxx Xxxxxxxx Managing Director
				/s/  XXXX XXX Xxxx Xxx Director

(Signature Page to Amendment to Series B Convertible Preferred Stock and Warrant Purchase Agreement)

l

        IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first set forth above.

		COMPANY:
		XXXXX.XXX, INC.
		By:
				L. Xxxxxx Xxxxxxx Chief Executive Officer
		INVESTOR:
		Companhia de Cervejas Estrela, S.A. (Name of Investor)
		By:		/s/  XXXXXXX XXXXXXX XXXXXXX Xxxxxxx Madeira Marques
				/s/  XXXXXX SERZEBELO DE XXXXXXX Xxxxxx Serzebelo xx Xxxxxxx Chairman

(Signature Page to Amendment to Series B Convertible Preferred Stock and Warrant Purchase Agreement)

        IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first set forth above.

COMPANY:

XXXXX.XXX, INC.

By:

L. Xxxxxx Xxxxxxx
Chief Executive Officer

INVESTOR:

Xxxxxx Albuquerque X'Xxxx (Name of Investor)

/s/  XXXXXX ALBUQUERQUE X'XXXX (Signature)

(Name and title of signatory, if applicable)

(Signature Page to Amendment to Series B Convertible Preferred Stock and Warrant Purchase Agreement)

        IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first set forth above.

COMPANY:

XXXXX.XXX, INC.

By:

L. Xxxxxx Xxxxxxx
Chief Executive Officer

INVESTOR:

Xxxxxx Xxxxxxxx Xxxxxxx (Name of Investor)

/s/  XXXXXX XXXXXXXX XXXXXXX (Signature)

(Name and title of signatory, if applicable)

(Signature Page to Amendment to Series B Convertible Preferred Stock and Warrant Purchase Agreement)

        IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first set forth above.

COMPANY:

XXXXX.XXX, INC.

By:

L. Xxxxxx Xxxxxxx
Chief Executive Officer

INVESTOR:

K One Limited Partnership (Name of Investor)

(Signature)

(Name and title of signatory, if applicable)

(Signature Page to Amendment to Series B Convertible Preferred Stock and Warrant Purchase Agreement)

        IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first set forth above.

COMPANY:

XXXXX.XXX, INC.

By:

L. Xxxxxx Xxxxxxx
Chief Executive Officer

INVESTOR:

Xxxxxxxx X. Xxxxxxx, MD (Name of Investor)

(Signature)

(Name and title of signatory, if applicable)

(Signature Page to Amendment to Series B Convertible Preferred Stock and Warrant Purchase Agreement)

EXHIBIT A

SCHEDULE OF INVESTORS

I. Initial Closing Investors

Investor		Number of Series B Shares		Number of Warrant Shares		Purchase Price
L. Xxxxxx Xxxxxxx c/o XxXxx.xxx. Inc. 0000 Xxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Fax: 000-000-0000 xxxxxxxx@xxxxx.xxx		5,000		66,667		$	200,000.00
Xxxxx Xxxxx c/o XxXxx.xxx. Inc. 0000 Xxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Fax: 000-000-0000 xxxxxx@xxxxx.xxx		3,750		50,000		$	150,000.00
Banco Espirito Santo de Investimento, S.A. R. Xxxxxxxxx Xxxxxxxxx, nr-38 0000-000 Xxxxxx, Xxxxxxxx Fax: 000-00-000-00-00		6,250		83,333		$	250,000.00
Companhia de Cervejas Estrela, S.A. Avenida Almirante Xxxx 115 So Andas 0000-000, Xxxxxx, Xxxxxxxx		6,250		83,333		$	250,000.00
Xxxxxx Albuquerque D'Xxxx Xxx Xxxxxx Xxxxx, Xx. 000 0000-000 Xxxxxxx, Xxxxxxxx		7,500		100,000		$	300,000.00
Xxxxxx Xxxxxxxx Xxxxxxx Travessa do Conde xx Xxxxx, xx. 00 0000-000 Xxxxxx, Xxxxxxxx Fax: 000-000-00-0000000 Phone: 000-000-00-0000000		7,500		100,000		$	300,000.00
K One Limited Partnership 0000 Xxx Xxxx Xxxxx Xxxx, Xxxx 00000 Fax: 000-000-0000		5,000		66,667		$	200,000.00
Xxxxxxxx X. Xxxxxxx, MD 000 Xxxxxxx Xxxxx Xxxxxxxxxxx, Xxxx 00000 Fax: 000-000-0000 Phone: 000-000-0000, ext. 0		1,250		16,667		$	50,000.00
Initial Closing Totals:		42,500		566,667		$	1,700,000

        [Add subsequent closing(s), as appropriate]

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XXXXX.XXX, INC. AMENDMENT TO SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT
EXHIBIT A SCHEDULE OF INVESTORS