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EXHIBIT 10.35
AMENDMENT NO. 1 to that certain 8% Series A Convertible
Preferred Stock Subscription Agreement, dated as of August 18, 2000 between the
undersigned parties (the "Agreement").
WHEREAS, the parties wish to amend the Agreement.
NOW, THEREFORE, in consideration for good and valuable
consideration, the receipt of which is hereby acknowledged, the parties agree as
follows:
1. (a) The first sentence of Section 4.4 of the Agreement is hereby
amended to read as follows:
"As soon as practicable following the Closing but, in any
event, on or before October 16, 2000, the Company agrees to prepare and file, at
its expense, a registration statement with the Commission relating to the resale
of the Shares (the "Registration Statement")."
(b) The fifth sentence of Section 4.4 of the Agreement is hereby
amended to read as follows:
"If the Registration Statement is not filed on or before
October 16, 2000 or, if so filed, but not declared effective on or before
December 15, 2000, the Company shall pay to the Purchaser an amount equal to 2%
of the face value of the Class A Preferred Stock per every 30 day period, or a
pro rata portion thereof as the case may be (the "Liquidated Damages")."
2. Except as herein provided, the Agreement is ratified and confirmed in
all respects.
IN WITNESS WHEREOF, the parties hereto have caused this
amendment to the Agreement to be duly executed as of the date first indicated
above.
WALL STREET STRATEGIES CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President and CEO
CALP II LIMITED PARTNERSHIP
By: VMH Investment Management Ltd.,
General Partner
By: /s/ X. XxXxxxxx
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Name: X. XxXxxxxx
Title: General Partner
