Exhibit 4.28
FIRST AMENDMENT
TO
PLACEMENT AGENCY AGREEMENT
THIS FIRST AMENDMENT TO PLACEMENT AGENCY AGREEMENT (the "Amendment"),
dated as of July 29, 2003, is entered into by and between Stonepath Group, Inc.,
a Delaware corporation (the "Company"), and Stonegate Securities, Inc., a Texas
corporation ("Stonegate"). Capitalized terms used herein but not defined herein
shall have the respective meanings ascribed to them in the Agreement (as defined
below).
W I T N E S S E T H:
WHEREAS, the Company and Stonegate are parties to that certain Placement
Agency Agreement, dated as of October 16, 2002 (the "Agreement"); and
WHEREAS, the Company and Stonegate desire to amend the Agreement to the
extent provided herein;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
A. Amendments to Agreement. For any Placements consummated on or after the
date hereof:
(1) The Agency Fee, as provided in Section 7(a) of the Agreement,
shall be four percent (4%) of the gross proceeds from the sale of Securities
sold in such Placement; and
(2) The Company shall not issue to Stonegate any Representative
Warrant for such Placement as required in Section 7(d) of the Agreement.
B. Miscellaneous.
(1) This Amendment shall be governed by the laws of the State of
Texas.
(2) Except as specifically provided herein, the Regulations shall
remain in full force and effect.
(3) This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
STONEPATH GROUP, INC.
By:__________________________________
Title:_______________________________
STONEGATE SECURITIES, INC.
By:__________________________________
Title:_______________________________
