AMENDMENT TO SECURITIES PURCHASE AGREEMENT
This Amendment to Securities Purchase Agreement (the "Amendment") is
entered into as of January 20, 1998, by and between Tag-It Pacific, LLC, a
Delaware limited liability company (the "Issuer"), Cruttenden Xxxx Bridge
Fund, LLC, a California limited liability company (the "Purchaser") and Beta
Research Corporation, a New York corporation (the "New Purchaser"). In
consideration of the mutual promises, representations, warranties, covenants
and conditions set forth below, the parties agree as follows:
1. AMENDMENT TO ADD NEW PURCHASER AS A PARTY TO THE SECURITIES PURCHASE
AGREEMENT. That certain Securities Purchase Agreement dated as of December
31, 1997, between the Issuer and the Purchaser (the "Agreement") is hereby
amended to provide that (i) the parties to the Agreement shall include the
New Purchaser, and the New Purchaser shall be deemed a Purchaser thereunder
and (ii) the New Purchaser shall be deemed to have purchased that certain
Senior Subordinated Note in the principal amount of $226,875 and the warrant
to purchase 33,000 of the Issuer's membership units thereunder, PROVIDED,
HOWEVER, that the provisions of Articles 2, 3, 5, 6, 7 and 9, and Sections
13.1, 13.2 and 13.4 shall not apply to the New Purchaser.
2. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Amendment is executed as of the date first
above written.
ISSUER: TAG-IT PACIFIC, LLC,
A Delaware limited liability company
By: ______________________________
Its: ______________________________
PURCHASER: THE CRUTTENDEN XXXX BRIDGE
FUND, LLC
a California limited liability
company
By: ______________________________
Name: Xxxxxx Xxxxxxx
Title: Manager
ADDITIONAL PURCHASER: BETA RESEARCH CORPORATION,
a New York corporation
By: ______________________________
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
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