EXHIBIT 10.40
GLOBAL TECHNOVATIONS, INC.
7108 Fairway Drive, Suite 200
Palm Beach Gardens, FL 33418-3757
December 27, 2000
Mr. George Jeff Mennen
TMF Investments, Inc.
25 B Hanover Road
Florham Park, NJ 07932
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Gentlemen:
This letter is to amend the Stock Purchase Agreement entered into among
Global Technovations, Inc. (formerly known as Top Source Technologies, Inc.)
(the "Company") and the addressees of this letter on November 17, 1998, in the
following respects:
1. The second certificate of designation for the Series B Convertible
Redeemable Preferred Stock (the "Series B Preferred") shall be amended in order
to extend the time of the Company to redeem the Series B Preferred at 115% of
Stated Value plus accrued dividends through and including December 31, 2001, and
the Series B Preferred shall not be convertible prior to January 1, 2002,
without the express written consent of the Company. The Company shall not be
obligated to file a registration statement for the underlying common stock until
on or about January 1, 2002.
2. In all other respects, the Stock Purchase Agreement is ratified and
confirmed.
3. As consideration for this modification, the Company shall issue warrants
to purchase 25,000 shares of its common stock at an exercise price of $.4375,
expiring at 6:00 p.m. New York time on December 31, 2011. All of these warrant
shall be issued to Wilmington Trust Co. and George Jeff Mennen Co-trustees U/A
dated 11/25/70.
Please execute a copy of this letter agreement evidencing your
agreement to be bound.
Sincerely yours,
-------------------------
William C. Willis, Jr.
President & CEO
We hereby agree to the foregoing.
Wilmington Trust Co. and George Jeff Mennen, Co-Trustees U/A dated
11/25/70
BY:__________________________
George Jeff Mennen, Trustee
George Jeff Mennen, Trustee
U/A dated 10/23/85 f/b/o descendents of George S. Mennen
BY:__________________________
George Jeff Mennen, Trustee
