JOINT FILING AGREEMENTJoint Filing Agreement • February 23rd, 2005 • St Cloud Capital Partners Lp • Miscellaneous products of petroleum & coal
The undersigned hereby agree to jointly file (i) Amendment No. 1 to that certain statement on Schedule 13D, dated December 4, 2003 (the “Amendment”), and (ii) any amendments to the Amendment, in each case with the Securities and Exchange Commission pursuant to the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Joint Filing Agreement may be signed in counterpart copies.
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 23rd, 2005 • St Cloud Capital Partners Lp • 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”).
