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EXHIBIT F
COMPANY'S RIGHT TO PURCHASE WARRANT
THIS AGREEMENT, (the "Agreement") dated as of the 5th day of December,
2000, by and between TechSys, Inc. (formerly Continental Choice Care, Inc.) (the
"Company") and Xxxxx & Company I.G., LLC (the "Holder").
WHEREAS, on August 21, 2000 the Company issued to the Holder a Common
Stock Purchase Warrant to Purchase up to 6,800,000 shares of the Company's
Common Stock (the "Warrant"); and
WHEREAS, on August 21, 2000 the Holder issued to the Company a
Promissory Note in the principal amount of $1,050,000 (the "Note"); and
WHEREAS, the Holder and the Company agree that the Company shall have
the right to purchase from the Holder portions of the Warrant in certain
circumstances, and the purchase price therefore would be paid by reductions of
the unpaid principal amount due from the Holder to the Company pursuant to the
Note; and
WHEREAS, the terms used but not defined in this Agreement shall have
the meanings ascribed to them as in the Warrant or the Note, as applicable.
NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth below, the parties hereby agree as follows:
1. COMPANY'S RIGHT TO PURCHASE WARRANT.
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a. In the event that the Company does not receive gross
proceeds equal to or greater than $5,000,000 in a financing (the "5,000,000,000
financing") by the 45th day following the date of this Agreement, then, at any
time thereafter, the Company has the right to purchase from the Holder the
Holder's right to purchase 1,500,000 Shares under the Warrant for $51,470.58,
which shall be paid by a reduction in that amount of the unpaid principal amount
due from the Holder to the Company pursuant to the Note.
b. In the event that the Company does not receive such gross
proceeds for the $5,000,000 financing by the 90th day following the date of this
Agreement, then, at any time thereafter, in addition to the Company's right set
forth in Section 1.a. above, the Company has the right to purchase from the
Holder the Holder's right to purchase 1,500,000 Shares under the Warrant for
$51,470.58, which shall be paid by a reduction in that amount of the unpaid
principal amount due from the Holder to the Company pursuant to the Note.
c. In the event that the Company does not receive such gross
proceeds for the $5,000,000 financing by the 135th day following the date of
this Agreement, then, at any time thereafter, in addition to the Company's
rights set forth in Sections 1.a. and 1.b. above, the Company has the right to
purchase from the Holder the Holder's right to purchase 1,500,000 Shares under
the Warrant for $51,470.58, which shall be paid by a reduction in that amount of
the unpaid principal amount due from the Holder to the Company pursuant to the
Note.
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d. In the event that the Company does not receive such gross
proceeds for the $5,000,000 financing by the 180th day following the date of
this Agreement, then, at any time thereafter, in addition to the Company's
rights set forth in Sections 1.a., 1.b. and 1.c. above, the Company has the
right to purchase from the Holder the Holder's right to purchase 1,450,000
Shares under the Warrant for $49,754.89, which shall be paid by a reduction in
that amount of the unpaid principal amount due from the Holder to the Company
pursuant to the Note.
e. The Company's right to purchase from the Holder the
Holder's right to purchase portions of Shares under the Warrant as set forth
above, shall be applied first to the entire Second Portion, then to the entire
Third Portion, then to the entire Fourth Portion, and then to the entire Fifth
Portion. Once the Company's rights accrue under Sections 1.a., 1.b., 1.c. and/or
1.d. above, any financing by the Company subsequent to such accrual shall not
diminish or eliminate any such rights of the Company.
f. In the event that at any time or times prior to the 180th
day following the date of this Agreement the Company is presented with an
opportunity to receive such gross proceeds for the $5,000,000 financing, and the
Board of Directors of the Company determines that any such proposed financing is
on terms reasonably acceptable to the Company, then the Company will use
reasonable efforts to consummate any such financing on a reasonably timely
basis.
2. AMENDMENT OF WARRANT AND NOTE. The Warrant and the Note shall
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remain in full force and effect, except as it may be specifically amended or
modified by this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
TECHSYS, INC.
By: /S/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
President
XXXXX & COMPANY I.G., LLC
By: XXXXX & COMPANY I.G., INC.
Managing Partner
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Chief Executive Officer
