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FIRST AMENDMENT TO
COMMON STOCK PURCHASE AGREEMENT
BY AND AMONG AFFINITY TECHNOLOGY GROUP, INC.
AND XXXXXXX FUND, INC.
WHEREAS, Affinity Technology Group, Inc., a Delaware
corporation (the "Company"), entered into a Common Stock Purchase Agreement
dated as of June 2, 2000, by and between it and Xxxxxxx Fund, Inc., a Nevada
corporation (the "Purchaser");
WHEREAS, under such Agreement, Purchaser purchased shares of
common stock of the Company, and was granted warrants to purchase additional
shares of common stock of the Company;
WHEREAS, Purchaser and the Company agreed that indemnification
should be provided to the Purchaser as to the filing of registration statements
by the Company in connection with the shares of common stock of the Company held
by the Purchaser;
WHEREAS, the parties wish to reflect such agreement by
amending the Common Stock Purchase Agreement as follows:
Section 5 shall be amended by inserting a new Subsection 5.3
after Subsection 5.2 to read in its entirety as follows:
"5.3 Indemnification. The Company shall indemnify the
Purchaser, each of its officers, directors and partners, legal counsel
and accountants and affiliates of the Purchaser (collectively the
"Connected Persons"), with respect to any registration which has been
effected pursuant to this Section 5, against all expenses, claims,
losses, damages and liabilities (or actions or proceedings in respect
thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any registration
statement or prospectus, or based on any omission (or alleged omission)
to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading. The Company
shall reimburse the Purchaser and the Connected Persons for any legal
and other expenses reasonably incurred in connection with investigating
and defending or settling (with the Company's consent) any such claim,
loss, damage, liability or action. Notwithstanding the foregoing, the
Company will not be liable hereunder in any such case to the extent
that such arises out of or is based on any untrue statement or omission
of information furnished to the Company in writing by the Purchaser or
such Connected Person."
WHEREAS, the parties also desire to amend Section 10.1 of the Agreement
to extend the period during which the Purchaser shall have completed its due
diligence investigation from September 3, 2000 to October 3, 2000.
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All other terms of the Stock Purchase Agreement shall remain unchanged.
Executed by the parties as of the 1st day of September 2000.
AFFINITY TECHNOLOGY GROUP, INC.
A Delaware Corporation
By: /s/Xxxxxx X. Xxxxx
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Title: President and Chief Executive Officer
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XXXXXXX FUND, INC.
A Nevada Corporation
By: /s/Xxxxx X. Xxxxx
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Title: Chief Executive Officer
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