Exhibit 10.23
vFINANCE, INC.
0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Xxxxx 0, 0000
XXX Investments (USA) Inc.
c/o Xxxxx Xxxxxx
0/X Xxxxxxx Xxxxxxxx
0 Xxxxx'x Xxxx
Xxxxxxx Xxxx Xxxx
Re: Note Purchase Agreement between SBI Investments (USA) Inc.
(formerly known as Best Finance Investments Limited) ("SBI")
and vFinance, Inc.
Gentlemen:
Reference is made to that certain Note Purchase Agreement (the
"Agreement") dated as of November 28, 2001 by and between vFinance, Inc. (the
"Company") and SBI Investments (USA) Inc. (formerly known as Best Finance
Investments Limited) ("SBI"), as amended by four letter agreements dated
November 30, December 14, December 28, 2001 and January 11, 2002 (collectively,
the "Letter Agreements") executed by the Company and SBI. Pursuant to the
Agreement and the Letter Agreements, SBI has loaned to the Company a total of
$975,000. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to such capitalized terms in the Agreement and the Letter
Agreements.
We propose to modify the Agreement and the Letter Agreements as set
forth herein. If SBI is in agreement with our proposed modifications, an
authorized representative of SBI should sign and date a copy of this letter in
the space provided below and return the signed copy of the letter to the
undersigned.
1. The Company and SBI agree that Paragraph 4. g. of the Agreement
between the Company and SBI shall be amended to eliminate any reference to
permitting Xxxxxx Xxxxxxx to work for SBI. The Company and SBI also agree that
Paragraph 4. g. shall be further amended to provide that as long as Xxxxxx
Xxxxxxx is registered with the NASD as an employee of the Company, he shall not
be permitted to work for or be employed by SBI or any affiliate thereof other
than the Company.
2. All other provisions of the Agreement and the Letter Agreements are
incorporated herein by reference.
Sincerely,
vFINANCE, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President and CEO
Agreed and Accepted:
SBI INVESTMENTS (USA) INC.
By: /s/ Xxxx Sin Just
--------------------------
Name: Xxxx Sin Just
Title: Director
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