EXHIBIT 10.40
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
This agreement dated as of May 31, 2002 shall serve to amend
the Securities Purchase Agreement (the "Agreement"), dated as of January 31,
2002, by and among XxxxxxXxxxxxx.xxx Corp., a Texas corporation with its
headquarters located at 0000 Xxxxx Xxxxxx Xxxxxx - Villa Q205, Xxxxxxxxx,
Xxxxxxxx 00000, and each of the Buyers set forth in the Agreement.
1. The undersigned parties hereby agree to amend Section 4(l)
of the Agreement to provide that the Buyers will fund $50,000 of the subsequent
investment referred to in that section on the date hereof, with the remaining
$200,000 to be funded within ten (10) days following the Effective Date of the
Registration Statement (as defined in the Agreement).
2. All other provisions of the Agreement shall remain in full
force and effect.
ACCEPTED AND AGREED:
XXXXXXXXXXXXX.XXX CORP.
By: /S/ Xxxx Xxxxxx
------------------------------------
Xxxx Xxxxxx
Chairman, President and Chief Executive Officer
AJW PARTNERS, LLC
By: SMS Group, LLC
By: /S/ Xxxxx X. Xxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxx
Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: First Street Manager II, LLC
By: /S/ Xxxxx X. Xxxxxxxx
------------------------------------
Manager
AJW/NEW MILLENNIUM
OFFSHORE, LTD.
By: First Street Manager II, LLC
By: /S/ Xxxxx X. Xxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxx
Manager
PEGASUS CAPITAL PARTNERS, LLC
By: Pegasus Manager, LLC
By: /S/ Xxxxx X. Xxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxx
Manager
