EXHIBIT 10.2
FIRST AMENDMENT AND MODIFICATION
ACIS-VSI WARRANT AGREEMENT
SEPTEMBER 7, 2001
This First Amendment and Modification to ACIS-VSI Warrant Agreement
(the "Amendment") amends and modifies that certain ACIS-VSI Warrant Agreement
(the "Warrant") by and between VSI Enterprises, Inc. ("VSI"), a Delaware
corporation, and ACIS, Inc. ("ACIS"), a Texas corporation, dated as of September
9, 1999.
W I T N E S S E T H:
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WHEREAS, VSI and ACIS previously entered into the Warrant dated
September 9, 1999; and
WHEREAS, VSI and ACIS desire to amend certain provisions of the
Warrant; and
WHEREAS, both parties are willing to modify the Warrant as provided
herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, hereby agree as follows:
1. Paragraph 1 of the Warrant shall be deleted in its entirety
and replaced with the following:
ACIS grants VSI a warrant to purchase up to 1,005,500 shares of its common stock
(the "Warrant Shares"). This Warrant may be exercised only upon VSI's completion
of one or more equity transactions and may only be exercised at a rate equal to
one Warrant Share for each $2.00 in equity raised.
2. Paragraph 2 of the Warrant shall be deleted in its entirety
and replaced with the following: VSI may purchase the Warrant Shares utilizing
cash and/or shares of VSI common or preferred stock (the "VSI Shares"). For the
purposes of calculating the number of VSI Shares to be issued as payment of the
Exercise Price, the VSI Shares shall be valued at the highest weighted average
price of any new common and/or preferred shares issued pursuant to any private
placement(s) undertaken prior to March 31, 2002. Any anti-dilution provisions,
warrants, or other special stipulations or terms attached to the shares issued
pursuant to such private placement(s) shall also apply to the VSI Shares issued
as part of the Warrant.
3. Paragraph 4 of the Warrant shall be modified such that the
expiration date of the Warrant shall be March 31, 2002.
4. The first sentence of Paragraph 5 of the Warrant shall be
deleted in its entirety and replaced with the following:
In order to exercise this Warrant, in whole or in part, VSI shall deliver to
ACIS at its principal office at the address set forth in the first paragraph of
the Warrant, attention X.X.Xxxx, Xx.: (i) a written notice of VSI's election to
exercise this Warrant, which notice shall specify the number of shares to be
purchased pursuant to such exercise; (ii) cash or a certificate representing the
requisite number of VSI shares; and (iii) written confirmation that VSI has
raised an amount of equity capital equal to or greater than $2.00 multiplied by
the number of Warrants being exercised.
5. ACIS hereby represents and warrants that, as of the date
hereof, the fully diluted number of outstanding shares of ACIS common stock and
options is 5,522,000.
6. Except to the extent otherwise provided in this Amendment, the
Warrant shall remain unchanged and in full force and effect. This Amendment
constitutes the full and complete understanding of the parties with respect to
the amendment, supplement and modification of the Warrant, and supersedes all
prior oral or written understandings
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with respect to the amendment, supplement and modification of the Warrant. This
Amendment may be signed in any number of counterparts, each of which shall be
deemed an original and all of which when taken together shall constitute but one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date set forth above.
ACIS, INC.
By: /s/ Xxxxxxx X. Xxxx
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X.X. Xxxx, President
VSI ENTERPRISES, INC.
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, Chief Executive Officer
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