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EXHIBIT 10.3
[NHANCEMENT LETTERHEAD]
June 15, 1998
LETTER AGREEMENT
AMRO INTERNATIONAL S.A. The Endeavour Capital Fund S.A.
c/o Ultra Finance 14/14 Divrei Xxxxx Street
Xxxxxxxxxxxx Xxxxx 00 Xxxxxxxxx 00000
Xxxxxx XX 0000 Xxxxxx
Xxxxxxxxxxx Attn: Xx. Xxxxxx Xxxxxxxxx
Attn: Xx. X. X. Xxxxxxxx
Re: Amendment to Securities Purchase Agreement
Gentlemen:
This letter agreement confirms our agreement that the following
provisions stated herein shall constitute an amendment to that certain
Securities Purchase Agreement dated as of April 13, 1998 (the "Agreement") and
entered into by and among AMRO INTERNATIONAL S.A. and The Endeavour Capital Fund
S.A. (each, "BUYER" and collectively, "BUYERS"), and NHancement Technologies
Inc. (the "COMPANY") in accordance with Section 10.j. of the Agreement.
Unless otherwise defined herein, the defined terms shall have the same
meaning as set forth in the Agreement. The Company and Buyers hereby acknowledge
and agree as follows:
1. The First Additional Tranche shall be increased from Five Hundred
Thousand Dollars ($500,000) to Seven Hundred Fifty Thousand Dollars ($750,000).
2. The Third Additional Tranche shall be decreased from Seven Hundred
Fifty Thousand Dollars ($750,000) to Five Hundred Thousand Dollars ($500,000).
3. The First Additional Closing Date shall occur on or two (2) business
days after the date the Company obtains the stockholder approval to the effect
that the Cap Regulations, as specified in Section 4.j of the Agreement, will not
restrict the Company's issuance of the shares of Common Stock to any Buyer in
connection with such Xxxxx's conversion of the Initial Preferred Stock or any
Additional Preferred Stock, as of such First Additional Closing Date, provided
that all other conditions to the closing of the First Additional Tranche shall
have been satisfied by the Company or waived by the Buyers. The Company agrees
to use its best efforts to satisfy all such conditions as soon as possible. The
Company further represents and warrants that a proposal to such effect will be
duly and properly submitted for the stockholder approval at the special
stockholder meeting expected to be held on or about July 6, 1998.
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NHancement Technologies Inc.
Letter Agreement
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IN WITNESS WHEREOF, this letter agreement has been executed by the
undersigned this 15th day of June, 1998.
THE COMPANY:
NHANCEMENT TECHNOLOGIES INC.
By: /s/ Xxxxxxx X. Xxxx
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Its: Chief Financial Officer
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Acknowledged and Agreed:
AMRO INTERNATIONAL S.A.
By: /s/ H.U. Bachefen
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Its: Director
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THE ENDEAVOUR CAPITAL FUND S.A.
By: /s/ X. Xxxxxxxxx
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Its: Fund Manager
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