EXHIBIT 10.11
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
This Amendment No. 1 to Securities Purchase Agreement, dated as of August
21, 2002, shall serve to amend the Securities Purchase Agreement (the
"Agreement"), dated as of May 15, 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 $55,000 of the subsequent
investment referred to in that section on the date hereof, with the remaining
$195,000 to be funded within five (5) business days following the Effective Date
of the Registration Statement (as defined in the Agreement).
2. The undersigned hereby acknowledge that, subsequent to the date of the
Agreement, AJW/New Millennium Offshore, Ltd. changed its name to AJW Offshore,
Ltd. and Pegasus Capital Partners, LLC changed its name to AJW Qualified
Partners, LLC.
3. All other provisions of the Agreement shall remain in full force and
effect.
[Signature Page Follows]
ACCEPTED AND AGREED:
TORBAY HOLDINGS, INC.
By: /s/ Xxxxxxx Xxxxxx Large
_____________________________________
Xxxxxxx Xxxxxx Large
President and Chief Executive Officer
AJW PARTNERS, LLC
By: SMS Group, LLC
By: /s/ Xxxxx Xxxxxxxx
_____________________________________
Xxxxx X. Xxxxxxxx
Manager
AJW OFFSHORE, LTD.
By: First Street Manager II, LLC
By: /s/ Xxxxx Xxxxxxxx
______________________
Xxxxx X. Xxxxxxxx
Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW Manager, LLC
By: /s/ Xxxxx Xxxxxxxx
____________________
Xxxxx X. Xxxxxxxx
Manager
