EXHIBIT 10.7
ADDENDUM
THIS ADDENDUM ("ADDENDUM") TO THE INVESTMENT AGREEMENT EXECUTED AUGUST 23, 2002
("AGREEMENT") IS MADE THIS 29TH DAY OF AUGUST, 2002, BY END BETWEEN THE PARTIES
TO THIS AGREEMENT, FTS APPAREL, INC. ("FTS") AND DUTCHESS PRIVATE EQUITIES FUND,
L.P. ("DUTCHESS")
Whereas, the parties have agreed to amend Section 2, Part b, sub-section i. of
the Agreement and have reached full agreement as to the terms and conditions of
such amendment. The parties hereby amend and include in the Agreement the
following provision regarding "Delivery of Put Notices" pursuant exclusively to
the Average Daily Volume of the Common Stock as referred to in Section 2, Part
b, sub-section i, of the Agreement:
Delivery of Put Notices. (i) Subject to the terms and conditions of the
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Transaction Documents, and from time to time during the Open Period, the
Company may, in its sole discretion, deliver a Put Notice to the Investor
which states the Put Amount(designated in shares of Common Stock) which the
Company intends to sell to the Investor during the Pricing Period. The Put
Notice shall be in the form attached hereto as Exhibit "F" and incorporated
herein by reference. The Company shall deliver a copy of the Put Notice to
the Escrow Agent. The Put Amount designated by the Company in a Put Notice
shall be equal to two hundred fifty percent (250%) of the average daily
volume (U.S. market only) of the Common Stock for the TEN (10) Trading Days
prior to the applicable Put Notice Date multiplied by the average of the
three (3) daily closing bid prices immediately preceding the Put Date, but
in no event more than $1,000,000. Once the Put Notice is received by the
Investor, the Put Notice shall not be terminated, withdrawn or otherwise
revoked by the Company except as set forth in Section (b)(ii) of this
Agreement. During the Open Period, the Company shall not be entitled to
submit a Put Notice until after the previous Closing has been completed.
The Purchase Price for the Common Stock identified in the Put Notice shall
be equal to 92% of the average of the three (3) lowest closing bid prices
of the Company's Common Stock during the ten (10) Trading Day Pricing
Period.
No other terms, rights or provisions of the Agreement are or should be
considered to have been modified by the terms of this Addendum and each party
retains all other rights, obligations, privileges and duties contained in the
Agreement.
Agreed and Accepted on this 29h day of August, 2002 :
By Dutchess: /s/ Xxxxxx Xxxxxxx
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Xxxxxxx X. Xxxxxxxx, Managing Director
By FTS: /s/ Xxxxx Xxxxxxxxx
____________________________________________________
Xxxxx Xxxxxxxxx, CEO
