EXHIBIT 10.43
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT
This agreement dated as of July 17, 2002 shall serve to amend
the Securities Purchase Agreement (the "Agreement"), dated as of January 31,
2002, as amended by Amendment No. 1 dated May 31, 2002, by and among
XxxxxxXxxxxxx.xxx Corp., a Texas corporation with its headquarters located at
0000 Xxxxx Xxxxxx Xxxxxx - Villa Q205, Xxxxxxxxx, Xxxxxxxx 00000, and each of
the Buyers set forth in the Agreement.
1. The undersigned parties hereby agree to amend Section 4(l)
of the Agreement to provide that the Buyers will, on the date hereof, fund the
remaining $200,000 to be funded pursuant to the Agreement.
2. All other provisions of the Agreement shall remain in full
force and effect.
ACCEPTED AND AGREED:
XXXXXXXXXXXXX.XXX CORP.
By: /S/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Chairman, President and Chief Executive Officer
AJW PARTNERS, LLC
By: SMS Group, LLC
By: /S/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: First Street Manager II, LLC
By: /S/ Xxxxx X. Xxxxxxxx
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Manager
AJW/NEW MILLENNIUM
OFFSHORE, LTD.
By: First Street Manager II, LLC
By: /S/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Manager
PEGASUS CAPITAL PARTNERS, LLC
By: Pegasus Manager, LLC
By: /S/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Manager