December 22, 1999
C3D Inc.
000 Xxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxx
President and CEO
Re: Amendment No. 1 to Placement Agency Agreement
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Dear Xx. Xxxxxx:
The parties hereto, C3D Inc., a Florida corporation (the "Company") and
Sands Brothers & Co., Ltd., a Delaware corporation ("Sands Brothers") have
entered into that certain placement agency agreement (hereinafter the "Agency
Agreement") dated as of December 1, 1999.
In connection therewith, the parties hereto agree that the Agency
Agreement is hereby amended as follows:
1. Paragraph 2(k) of the Agency Agreement is hereby deleted in its
entirety and in its place and stead the following is inserted:
"(k) Agreements. Except as set forth in Schedule
2(k) hereto, the Company is not a party to any
written or oral contract, agreement, arrangement
or understanding which is material to the business
of the Company or which is material to, and which
a prudent investor would need to review in order
to make an informed investment decision with
respect to the purchase of the Securities offered
pursuant to the Offering Documents. The Company
has performed in all material respects all
obligations to have been performed on such
contracts through the date hereof, and the Company
is not in default in any material respect under
any such contract. Each material contract of the
Company is valid and binding on the Company and
the Company has not received notice that any such
contract is not binding on any party thereto."
C3D Inc.
December 22, 1999
Page 2
2. Paragraph 2(r) of the Agency Agreement is hereby deleted in its
entirety and in its place and stead the following is inserted:
"(r) Brokers. The Company has not, or any of its
respective officers, directors, employees or
shareholders, employed any broker or finder in
connection with the transactions contemplated by
this Agreement, other than Sands Brothers, except
as previously disclosed to Sands Brothers and for
whose fees the Company shall be solely
responsible."
3. Paragraph 5(g) of the Agency Agreement is hereby deleted in its
entirety and in its place and stead the following is inserted:
"(g) Ratification and Confirmation of Letter
Agreement. The Company hereby confirms and
ratifies the Letter Agreement including, without
limitation, (i) the retention of Sands Brothers as
its exclusive investment banker and financial
consultant for a period of three (3) years
following the completion of the Financing, at an
annual fee of Forty Eight Thousand ($48,000)
Dollars (exclusive of any accountable
out-of-pocket expenses), payable quarterly in
advance in installments of Twelve Thousand
($12,000) Dollars, with the first payment to be
made upon the sale of the Minimum Amount by
deduction of the proceeds therefrom, pursuant to
Section 7 thereof, provided, however, that in the
event that $25 million of Securities have not been
sold within one year after the Commencement Date,
Sands Brothers' status as investment banker and
financial consultant to the Company, thereunder
and hereunder, shall cease to be exclusive (ii)
subject to $25 million of Securities having been
sold, the granting of the right of first refusal
to Sands Brothers pursuant to Section 8 thereof as
described in Exhibit E hereto, (iii) subject to
$25 million of Securities having been sold, the
granting of the right to designate a board member
or observer to the board of directors of the
Company pursuant to Section 9 thereof after the
Closing Date, and (iv) the expense reimbursement
and indemnification provisions thereof. Such
ratification and confirmation shall survive any
termination of the Offering."
4. Except as set forth herein, the Agency Agreement shall remain in
full force and effect.
C3D Inc.
December 22, 1999
Page 3
IN WITNESS WHEREOF, the Company and Sands Brothers have caused this
Agreement to be executed by its duly authorized representative.
C3D INC. SANDS BROTHERS & CO., LTD.
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxx X. Xxxxx
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Name: Xxxxxx Xxxxxx Name: Xxxx X. Xxxxx
Title: President and CEO Title: Managing Director
Date: December 22, 1999 Date: December 22, 1999
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