Exhibit 10.22
Cornell 000 Xxxxxx Xxxxxx
Capital Partners Suite 3700
Xxxxxx Xxxx, XX 00000
September 26, 2005
VIA FEDERAL EXPRESS
AND FAX (000) 000-0000
Innova Holdings, Inc.
00000 Xxx Xxxxxx Xxxxxxxxx
Xxxxx X0000
For Xxxxx, XX 00000
Attention: Xxxxxx Xxxxxx
Re: Amendment to Standby Equity Distribution Agreement
Dear Xx. Xxxxxx:
This letter will memorialize the agreement by and between Innova Holdings,
Inc. (the "Company") and Cornell Capital Partners, LP (the "Investor"), in
connection with an amendment to the Standby Equity Distribution Agreement dated
June 14, 2005 ("SEDA") between the Company and the Investor. All capitalized
terms herein, unless otherwise indicated, shall have the meaning ascribed to
them in the SEDA.
On the date hereof, the Company and Investor removed Xxxxx Xxxxxxxx, Esq.
as the escrow agent pursuant to the Escrow Agreement (the "Escrow Agreement")
between the Company, the Investor, and Xxxxx Xxxxxxxx, Esq. dated June 14, 2005,
terminated the Escrow Agreement, and entered into a replacement escrow agreement
("Replacement Escrow Agreement") with Baxter, Baker, Xxxxx, Xxxx & Xxxxx, P.A.
appointing Baxter, Baker, Xxxxx, Conn & Xxxxx, P.A. to serve as escrow agent for
purposes of the SEDA. The parties hereby amend the SEDA to reflect that Baxter,
Baker, Xxxxx, Xxxx & Xxxxx, P.A. shall hereby serve are the escrow agent in
connection with the SEDA pursuant to the Replacement Escrow Agreement. All
references in the SEDA to the Escrow Agreement shall hereinafter mean the
Replacement Escrow Agreement and all references to either the Escrow Agent or
Xxxxx Xxxxxxxx, Esq. in the SEDA shall hereinafter mean Baxter, Baker, Xxxxx,
Xxxx & Xxxxx, P.A. Furthermore, the term "Xxxxx Xxxxxxxx Attorney Trust Account"
referenced in Section 1.2 of the SEDA shall hereinafter mean Baxter, Baker,
Xxxxx, Xxxx & Xxxxx, P.A.
Innova Holdings, Inc.
September 26, 2005
Page 2 of 2
This letter shall also serve as a Joint Written Direction to Xxxxx
Xxxxxxxx, Esq. in accordance with the Escrow Agreement providing notification
that the parties hereto have removed Xxxxx Xxxxxxxx, Esq. as escrow agent and
terminated the Escrow Agreement.
This letter agreement shall solely have the effect specifically described
above and shall have no effect on any other terms or conditions of the SEDA.
Cornell Capital Partners, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxx Xxxxxx
-------------------------
Name: Xxxx Xxxxxx
Agreed and acknowledged on this 26th day of September, 2005.
Innova Holdings, Inc.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Chief Executive Officer
cc: Xxxxx Xxxxxxxx, Esq.
BY HAND
