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Exhibit 10.7.1
WILBLAIRCO ASSOCIATES
222 West Adams Street
Chicago, Illinois 60606
April 6, 2000
Joseph M. Savarino
President
Zengine, Inc.
6100 Stewart Avenue
Fremont, California 94538
Re: Amendment to Registration Rights Agreement
Dear Mr. Savarino:
Pursuant to Section 13.1 of the Registration Rights Agreement by and among
Zengine, Inc. (the "Company"), At Home Corporation and other Investors and the
Founders dated September 30, 1999 (the "Agreement"), At Home Corporation hereby
agrees to the following amendments to the Agreement:
1. Section 1 - The definition of "Investors" shall be deleted in its
entirety and replaced with:
""Investors" means At Home, Wilblairco and REX."
2. Section 1 - There shall be added after the definition of "Registrable
Securities" and before the definition of "Rule 144" the following
definition:
""REX" means rexstores.com, Inc., an Ohio corporation."
3. Section 1 - The definition of "Registrable Securities" shall be
revised as follows:
""Registrable Securities" means (a) any shares of Common Stock
acquired by the Investors pursuant to that certain Stock Purchase Agreement of
even date herewith by and among the Company, Miami Computer Supply Corporation
and the Investors (the "Investors' Common Stock"); (b) any shares of Common
Stock acquired by an Investor who is added to this Agreement by amendment; (c)
any shares of Common Stock owned by a Founder on the date hereof or acquired by
a Founder upon exercise of an option to purchase Common Stock outstanding on the
date hereof (the "Founders' Common Stock") (the Investors' Common Stock and the
Founders' Common Stock are sometimes collectively referred to herein as the
"Holders' Common Stock"); (d) any shares of Common Stock which were issued as,
or were issued directly or indirectly upon the conversion of other securities
issued as, a dividend or other distribution with respect to, or in replacement
of, the Holders' Common Stock; and (e) any shares of Common Stock then issuable
directly or indirectly upon the conversion or exercise of other securities
issued as a dividend or other distribution with respect to, or in replacement
of, the Holders' Common Stock; PROVIDED, HOWEVER, that outstanding shares of
Common Stock shall no longer be Registrable Securities when they shall have been
(y) effectively registered under the Securities Act and sold by the holder
thereof in accordance with such registration, or (z) sold to the public pursuant
to Rule 144."
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Joseph M. Savarino
April 6, 2000
Page 2
Please countersign this letter amendment and have rexstores.com, Inc.
execute the joinder agreement below and return an original copy of this
correspondence to me at your earliest convenience.
Sincerely,
WILBLAIRCO ASSOCIATES
By: /s/ Mark Brady
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Name: Mark Brady
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Title: Partner
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Agreed and accepted this __ day of ____________, 2000.
AT HOME CORPORATION
By: ___________________________
Name: ___________________________
Title: ___________________________
ZENGINE, INC.
By: ___________________________
Name: ___________________________
Title: ___________________________
MIAMI COMPUTER SUPPLY CORPORATION
By: ___________________________
Name: ___________________________
Title: ___________________________
FOUNDERS:___________________________
Joseph M. Savarino
___________________________
Lalit Dhadphale
___________________________
Christopher Feaver
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Joseph M. Savarino
April 6, 2000
Page 3
JOINDER AGREEMENT
Pursuant to Section 13.1 of the Agreement, the undersigned hereby joins in
the Agreement ("Joinder") and agrees to be deemed an "Investor" under the
Agreement and to abide by all of the terms and conditions of the Agreement as an
Investor party thereto from and after the date hereof with respect to shares of
common stock, no par value per share, of Zengine, Inc. ("Common Stock") issuable
upon the proper exercise of the Warrant to purchase shares of the Common Stock.
IN WITNESS WHEREOF, the said Investor has executed this Joinder, this 6th
day of April, 2000.
rexstores.com, Inc.
By:________________________________
Name: Stuart Rose
Title: Chief Executive Officer
