Rockcrest Securities L.L.C. July 19, 1999
0000 Xxxxxx Xxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx
Attention: Xxxxx X. Xxxxxx
Re: Amendment to Underwriting Agreement
for xxxxxx-xxxxxxxxxxxx.xxx, inc.
Ladies and Gentlemen:
Reference is made to that certain Underwriting Agreement (the "Underwriting
Agreement"), dated as of April 30, 1999 by and between xxxxxx-xxxxxxxxxxxx.xxx,
inc. (the "Company", "Us" or "We") and Rockcrest Securities L.L.C. (the
"Underwriter" or "you"), as amended by that certain First Amendment to
Underwriting Agreement, dated as of May 4, 1999 (together with the Underwriting
Agreement, the "Underwriting Agreements").
As you are aware, we have decided to increase the per share offering price
for the Company's common stock being sold in the offering from $5.00 to $5.25
and thereby increase the minimum offering from $5,000,000 to $5,250,000 and the
maximum offering from $9,000,000 to $9,450,000.
By your execution of the acknowledgement below, you hereby agree to amend
the Underwriting Agreement to effect the foregoing increases by: (i) changing
the per share offering price in the recitals, Section 2 and anywhere else it may
occur in the Underwriting Agreements (including, without limitation, in the
Exhibits thereto) from $5.00 to $5.25; (ii) changing the minimum offering from
$5,000,000 to $5,250,000 wherever it may occur in the Underwriting Agreements
(including, without limitation in the Exhibits thereto) and (iii) changing the
maximum offering from $9,000,000 to $9,450,000 wherever it may occur in the
Underwriting Agreements (including, without limitation, in the Exhibits
thereto).
In all other respects, the Underwriting Agreements shall remain unchanged
and in full force and effect.
Very truly yours,
xxxxxx-xxxxxxxxxxxx.xxx, inc.
By: _____/S/ XXXXXX X. PASSALAQUA_____
Xxxxxx X. Xxxxxxxxxx
Chief Executive Officer
Acknowledged:
Rockcrest Securities L.L.C.
By: __________________________________
Xxxxx X. Xxxxxx
President
