EXHIBIT 99.3
AMENDMENT TO WARRANT NO. CS-88
THIS AMENDMENT, dated January 4, 2005 (this "Amendment"), to Warrant
No. CS-88, issued on November 9, 2004 by Xxxxxxxx Technologies, Inc., a Florida
corporation (the "Company") to Harborview Master Fund, LP (the "Warrant Holder")
for the purchase of up to 1,625,000 shares of the common stock, $.0001 par value
per share ("Common Stock"), of the Company (the "Warrant");
WHEREAS, the Company and the Warrant Holder desire to temporarily
reduce the excess price of the Warrants to $0.60 per share and that ensure that
all of the Warrants are exercised;
NOW, THEREFORE, in consideration of the mutual covenants contained in
this Amendment, for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
All capitalized terms used on this Amendment and not defined herein
shall have the meaning give such term the Warrant.
The Warrant is hereby amended so that the Warrant Holder may exercise
all or any portion of its Warrant for an exercise price of $ 0.60 per share of
Common Stock from the date of this Amendment until midnight on February 28, 2005
(the "New Price Exercise Period"); provided that (1) the Warrant Holder shall
exercise Warrants to purchase not less than 400,000 shares of Common Stock on or
before the close of business New York City time on January 7, 2005 and (2) the
number of shares of Common Stock subject to the Warrant shall not be adjusted as
a result of the temporary reduction in exercise price set forth in this
Agreement. Except as expressly provided in this Amendment, the terms and
conditions of the Warrant shall be unchanged and shall remain on full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused their Amendment to
be duly executed by their respective authorized officers as of the date first
above written.
XXXXXXXX TECHNOLOGIES, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: President
Harborview Master Fund, LP
By:
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Name:
Title:
