EXHIBIT 10.16
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT
This Amendment No. 2 to Securities Purchase Agreement, dated as of December
9, 2002, shall serve to amend the Securities Purchase Agreement (the
"Agreement"), dated as of May 15, 2002, as amended by Amendment No. 1 to
Securities Purchase Agreement dated as of August 21, 2002, by and among Torbay
Holdings, Inc., a Delaware corporation with its headquarters located at 0
Xxxxxxx Xxxxx, Xxxxx 0X, Xxxxxxxxx, Xxx Xxxx 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 the final $195,000 of the
subsequent investment on the date hereof, instead of within five (5) business
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.
[Signature Page Follows]
ACCEPTED AND AGREED:
TORBAY HOLDINGS, INC.
By:_____________________________________
Xxxxxxx Xxxxxx Large
President and Chief Executive Officer
AJW PARTNERS, LLC
By: SMS Group, LLC
By:_____________________________________
Xxxxx X. Xxxxxxxx
Manager
AJW OFFSHORE, LTD.
By: First Street Manager II, LLC
By: ____________________________________
Xxxxx X. Xxxxxxxx
Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW Manager, LLC
By: _____________________________________
Xxxxx X. Xxxxxxxx
Manager
