EXHIBIT 1
XXXXX XXXXXX
00000 Xxxxxxxxx Xxxx
Xxxxxx, Xxxxx 00000
April 5, 2002
Xx. Xxxxx Xxxxxx
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Re: Intent to Purchase of Shares of Panja Inc.; Amendment to Price
Support Letter
Dear Xx. Xxxxxx:
Reference is made to that certain (i) Subscription Agreement dated
February 22, 2001 (the "Subscription Agreement"), between Panja Inc., a Texas
corporation (the "Company"), and you, whereby you purchased from the Company
that number of shares (the "Shares") of the Company's common stock, par value
$0.01 per share, set forth in the Subscription Agreement and (ii) Price Support
Letter dated February 22, 2001 (the "Price Support Letter").
Per our recent discussions, I hereby offer to purchase the Shares from
you on or before May 5, 2002 at a price per share of $4.3062, for an aggregate
purchase price of $1,500,000.18, and hereby offer to sell to me the Shares at
the above stated price on or before May 5, 2002.
Further, you agree that the Price Support Letter shall be hereby
amended such that the term "Qualifying Period" (as defined in the Price Support
Letter) means the 225-day period after the first anniversary of the Closing (as
defined in the Subscription Agreement). This letter agreement shall not amend
the terms of the Price Support Letter other than as set forth herein.
This letter agreement shall be interpreted and construed in accordance
with and shall be governed by the laws of the State of Texas without regard to
any conflicts of law principle which would require the application of some other
state law.
Sincerely,
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Xxxxx Xxxxxx
ACKNOWLEDGED AND AGREED
as of April 5, 2002:
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Xxxxx Xxxxxx
