September 5, 2006
Exhibit
99.1
September
5, 2006
M.A.G.
Capital, LLC
Attn:
Xxxxx Xxxxxxxxx
000
Xxxxx
Xxxxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxxxxx, XX 00000
Xx.
Xxxxxxxxx: Re:
Subscription
Agreement dated June 20,
2006
Reference
is hereby made to that certain Subscription Agreement dated June 20, 2006 (the
"Subscription 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 Subscription Agreement.
Notwithstanding
anything in the Subscription Agreement to the contrary, the Company and
Purchasers hereby covenant and agree that:
1.
Purchasers
hereby waive any noncompliance by the Company with the provisions of Section
11(b) of the Subscription on or before the date hereof.
2.
The
Subscription Agreement is hereby amended by removing and deleting Section 11(b)
of the Subscription Agreement. Accordingly, Section 11(c) of the Subscription
Agreement is hereby renumbered as "Section 11(b)."
3.
Section
2(a) of the Registration Rights Agreement dated June 20, 2006 (the "Registration
Rights Agreement") by and among the Company and the Purchasers 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 15, 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.
4.
All
remaining provisions of the Subscription
Agreement and the Registration Rights Agreement remain unchanged and in full
force and effect.
5.
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.
Xxxxxx
Print
Name: Xxxx X.
Xxxxxx
Title:
Chief
Executive Officer
2
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 Administrator
MONARCH
POINTE FUND, LTD.
By:
/s/
Xxxx
Xxxxxxx
Xxxx Xxxxxxx
Chief Investment Officer
By:
/s/
Xxxxx
Xxxxxxxxx
Xxxxx Xxxxxxxxx
Portfolio Administrator
MERCATOR
MOMENTUM FUND, L.P.
Xxxx Xxxxxxx
Chief Investment Officer
By:
/s/
Xxxxx
Xxxxxxxxx
Xxxxx Xxxxxxxxx
Portfolio Administrator
MERCATOR
MOMENTUM FUND III, L.P.
By:
/s/
Xxxx
Xxxxxxx
Xxxx Xxxxxxx
Chief Investment Officer
By:
/s/
Xxxxx
Xxxxxxxxx
Xxxxx Xxxxxxxxx
Portfolio Administrator
3
