Exhibit 4.13
VIA FACSIMILE: (000) 000-0000
August 13, 1998
DOMINION CAPITAL FUND, LTD
CANADIAN ADVANTAGE LIMITED PARTNERSHIP
SOVEREIGN PARTNERS LIMITED PARTNERSHIP
000 Xxx Xxxxxx, 00xx xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxx Xxxxxxxxx
Re: Amendment to 6% Convertible Debenture Subscription Agreement (the
"Subscription Agreement") and related Registration Rights Agreement
("Registration Rights Agreement) dated May 29, 1998 (said agreements, together
with the Convertible Debentures and Warrants issued pursuant thereto being
hereinafter collectively referred to as the "Agreements")
Dear Xx. Xxxxxxxxx:
In accordance with our telephone conversations today with Xxxxx Xxxxx, this
letter sets forth our mutual understanding with respect to the following
amendments :
1. Subscription Agreement: The second sentence of Section 9.2 is hereby
amended to substitute 19.9% for 15% and 3,051,929 shares for 2,300,450
shares as the criteria for the requirement that the Company call a
stockholders meeting for the purpose of approving below market price
issuances of Common Stock to the Subscribers in excess of 3,051,929 shares.
2. Registration Rights Agreement: Section 3 (a) is hereby amended as follows:
(i) the first sentence is amended to substitute "on or prior to August 19,
1998" for "within forty five 45 days after the Subscription Date" as the
date as of which a registration statement is to be filed under that Section
without incurring any damages as provided in the Registration Rights
Agreement; and (ii) the second sentence is amended to change the minimum
number of shares to be designated in the registration to be registered for
sale by the holders of the Convertible Debentures from two hundred (200%)
percent to one hundred fifty (150%) percent of the number of Securities
that would be required to if all the Registrable Securities were issued on
the day before filing the registration statement. For this purpose, it is
confirmed that the percentage figure is to be applied only to the shares
issuable upon conversion of the Convertible Debentures, and not to shares
issuable upon exercise of the Warrants.
The Agreements shall be construed so as to give effect to the foregoing
amendments. Except as amended as set forth herein, the terms and provisions of
Agreements shall remain in full force and effect.
Please indicate your acceptance by signing the copy of this letter provided
as indicated below and returning a signed copy to us.
Accepted: Very truly yours,
DOMINION CAPITAL FUND, LTD.
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Xxx Xxxxx
Chief Financial Officer
By
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Xxxx Xxxxxxxxx, Duly Authorized
CANADIAN ADVANTAGE LIMITED PARTNERSHIP
By
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Xxxx Xxxxxxxxx, Duly Authorized
SOVEREIGN PARTNERS LIMITED PARTNERSHIP
By
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Xxxx Xxxxxxxxx, Duly Authorized
