Exhibit 10.20
August 22, 2003
VIA FACSIMILE
Xxxxxx Technologies, Inc.
Xxxxxx Technologies Company
c/o 000 Xxxxx Xxxxxxxxxx Xxxx
Xxxxx Xxxxx, Xxx Xxxx 00000
Attention: President
Re: First Amendment to Letter Agreement Regarding New Notes
This First Amendment (this "Amendment"), effective as of the date hereof,
to the Letter Agreement, dated as of May 30, 2003 (the "Letter Agreement"),
among Xxxxxx Technologies, Inc., Xxxxxx Technologies Company, Xxxxxxx US
Discovery Fund III, L.P. and Xxxxxxx US Discovery Offshore Fund III, L.P. (the
"Parties").
The Parties hereby agree that the first paragraph of the Letter Agreement
shall be deleted in its entirety and new first paragraph shall be inserted in
lieu and instead thereof to read as follows:
"Reference is made to the registration statement on Form SB-2 filed
by Xxxxxx Technologies, Inc. (the "Company") with the Securities and
Exchange Commission on May 9, 2003 (as the same may be amended from time
to time, the "Registration Statement") in connection with the offering of
shares of common stock of the Company."
The Parties hereby agree that the second paragraph of the Letter
Agreement shall be deleted in its entirety and new second paragraph shall
be inserted in lieu and instead thereof to read as follows:
"Xxxxxxx US Discovery Fund III, L.P. and Xxxxxxx US Discovery
Offshore Fund III, L.P. (the "Xxxxxxx Funds") have indicated their
intention that if the gross proceeds from the shares sold by the Company
for cash in the offering to the Company's stockholders and other investors
(other than the Xxxxxxx Funds) together with the amount of principal and
accrued interest due on the outstanding $1,660,000 principal amount of
Convertible Notes (as defined in the Registration Statement) that will be
converted to common stock in connection with the offering is less than
$2,575,000, the Xxxxxxx Funds will acquire from the shares being offered
to the public that number of shares (not to exceed $925,000) necessary for
the Company to reach the $2,575,000 level (hereinafter referred to as the
"Top-Off Amount")."
The Letter Agreement shall remain in full force and effect in accordance
with its terms, except as expressly amended hereby.
This Amendment may be executed in one or more counterparts, which together
will constitute a single agreement.
[Signature page to follow]
XXXXXXX US DISCOVERY FUND III, L.P.
By: XXXXXXX US DISCOVERY PARTNERS, L.P.,
its general partner
By: XXXXXXX US DISCOVERY, LLC,
its general partner
By: /s/ Xxxxxx X. Xxxx
----------------------------------
Xxxxxx X. Xxxx, member
XXXXXXX US DISCOVERY OFFSHORE FUND III, L.P.
By: XXXXXXX US DISCOVERY PARTNERS, L.P.,
its general partner
By: XXXXXXX US DISCOVERY, LLC,
its general partner
By: /s/ Xxxxxx X. Xxxx
----------------------------------
Xxxxxx X. Xxxx, member
AGREED AND ACCEPTED:
XXXXXX TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President and
Chief Operating Officer
XXXXXX TECHNOLOGIES COMPANY
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President and
Chief Operating Officer
[Signature Page to Letter Agreement]
