Exhibit 4.4
AMENDMENT #2 TO PRIVATE EQUITY
LINE OF CREDIT AGREEMENT
This Amendment #2 to Private Equity Line of Credit Agreement
("Amendment #2"), dated as of June 1, 2002, is by and between Prima Capital
Growth Fund LLC. ("Prima") and Hand Brand Distribution, Inc.
Amendment #2 hereby amends the Private Equity Line of Credit Agreement ("XXXX
Agreement") between the parties dated as of January 16, 2002 and the Amendment
to the XXXX Agreement dated March 4, 2002 (the "Amendment #1").
The XXXX Agreement and Amendment #1 are amended as follows:
(1) Paragraph one of Amendment #1 is deleted in its entirety.
(2) Pursuant to the XXXX Agreement, as amended, the deadline for a
registration statement on Form S-1 or Form SB-2 to be
effective is hereby extended until September 30, 2002.
(3) The deadlines for (a) the payment of the Commitment Fee as
such term is defined in the XXXX Agreement and (b) the option
to convert to common stock, are hereby extended to November
30, 2002.
All other terms and conditions of the XXXX Agreement and Amendment #1 not
otherwise amended herein shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
above written.
Prima Capital Growth Fund LLC
By: /s/ Xxxx Xxxxxx
-----------------------
Name: Xxxx Xxxxxx
-----------------------
Title: Manager
-----------------------
Hand Brand Distribution Inc.
By: /s/ Xxxxxxx Xxxxxxx
-----------------------
Name: Xxxxxxx Xxxxxxx
-----------------------
Title: President
-----------------------