FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into as of August 29,
2001, by and among Valesc Inc., a corporation duly organized and existing under
the laws of the State of Delaware (the "Company") and ▇▇▇▇▇▇ PRIVATE EQUITY, LLC
(hereinafter referred to as "▇▇▇▇▇▇").
RECITALS:
WHEREAS, the Company and ▇▇▇▇▇▇ entered into a Registration Rights
Agreement dated on or about June 7, 2001, a copy of which is attached as Exhibit
A hereto.
WHEREAS, the Company and the Holder desire to into this amendment
agreement.
TERMS:
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in Agreement and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. AMENDMENT TO SECTION 1 OF THE REGISTRATION RIGHTS AGREEMENT.
The definition of "Filing Deadline" is hereby amended and replaced in
its entirety with the following:
"FILING DEADLINE" SHALL MEAN SEPTEMBER 6, 2001.
2. NO FURTHER MODIFICATION. Except as set forth in this Agreement, all
of the terms and provisions of the Registration Rights Agreement shall remain
unmodified and in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of this 29TH day of August, 2001.
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VALESC, INC. HOLDER:
▇▇▇▇▇▇ PRIVATE EQUITY, LLC
Signed: ____________________________ Signed: _________________________
Print Name: _________________________ ▇▇▇▇ ▇. ▇▇▇▇▇▇, Manager
Title: ______________________________
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