0001193125-04-144470 Sample Contracts

AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 20th, 2004 • Prolong International Corp • Miscellaneous products of petroleum & coal • California

This Amendment to Securities Purchase Agreement (the “Amendment”), dated as of August 11, 2004 is made by and among PROLONG INTERNATIONAL CORPORATION, a Nevada corporation (“Parent”), PROLONG SUPER LUBRICANTS, INC., a Nevada corporation (“Borrower”), PROLONG INTERNATIONAL HOLDINGS LTD., a Cayman Islands company (“Cayman Sub I”), PROLONG INTERNATIONAL LTD., a Cayman Islands company (“Cayman Sub II”, and together with Cayman Sub I, the “Cayman Subsidiaries”), ST. CLOUD CAPITAL PARTNERS, LP, a Delaware limited partnership, and its affiliates (“St. Cloud”), BEDFORD OAK CAPITAL, L.P., a Delaware limited partnership (“Bedford I”), BEDFORD OAK OFFSHORE, LTD., a Cayman Islands company (“Bedford II”), and ASPEN VENTURES LLC, a New York limited liability company ((“Aspen”), and collectively with Bedford I and Bedford II, the “Other Purchasers”).

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