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November 20, 2000
BY FAX
Rochelle S.A.
38 Hertford Street
London, England W1Y 7TG
United Kingdom
Attn.: James Martin
RE: AMENDMENT TO LETTER AGREEMENT OF SEPTEMBER 18, 2000
Gentlemen:
This is in reference to our Placement Agent Agreement dated September
18, 2000, regarding Rochelle's engagement as Photogen Technologies, Inc.'s
exclusive placement agent in connection with the proposed offering of its equity
securities pursuant to a Registration Statement under the Securities Act of
1933, as amended.
After discussions, we have agreed to amend our Placement Agent
Agreement by adding a new subsection 1(d), as set forth below and by renumbering
the current subsection 1(d) as 1(e):
(d) The sale of Securities to an investor shall be on terms and
conditions mutually acceptable to the Company, Rochelle and
the investor, which shall include the following covenants that
shall be incorporated in the Purchase Agreement between the
Company and the investor:
(i) Rochelle shall only solicit investors outside of the
United States, its territories and possessions and
then only to investors who are neither United States
citizens nor United States residents abroad;
(ii) Resales of Securities by an investor in the
United States, its territories and possessions
shall be made in accordance with applicable
United States securities laws. In particular, so
long as any investor may be deemed to be an
underwriter under the Securities Act of 1933, as
amended, with respect to Securities purchased
thereunder, or if the investor sells his
Securities through or by an underwriter, the
resales of such Securities by such investor in
the United States, its territories or
possessions shall only be made by or through
broker/dealers registered under applicable
United States securities laws, and then only
pursuant to a post-effective amendment to the
Registration Statement
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Rochelle S.A.
November 20, 2000
Page 2
which shall include an appropriate prospectus
for use in connection with such resales. If such
resales constitute an "at the market"
distribution, they will be made in compliance
with Rule 415(a)(4). The Company shall require
an opinion of counsel to its satisfaction as to
whether such an investor may be deemed to be an
underwriter.
If the foregoing correctly sets forth our understanding, please confirm
this by signing and returning to us a duplicate of this letter and our Placement
Agent Agreement of September 18, 2000 shall be amended accordingly as of the
date of your execution.
Sincerely,
Photogen Technologies, Inc.
By: /S/ TAFFY J. WILLIAMS
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Taffy J. Williams
President and CEO
Agreed and accepted as of
the date below:
Rochelle SA
By: /s/ J.E. Martin
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Title: Director
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Date: 27 November 2000
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