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EXHIBIT 10(10)
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT
This Amendment No. 1 to Common Stock Purchase Agreement ("Amendment") is made
July 10, 2000 between Dauphin Technology, Inc., an Illinois corporation
("Company"), and Techrich International Limited ("Purchaser").
FACTS:
On April 9, 2000 Company and Purchaser entered into a Common Stock
Purchase Agreement ("Agreement"), pursuant to which Company agreed to sell to
Purchaser, and Purchaser agreed to purchase from Company, up to $100,000,000 in
$0.001 par value common stock ("Shares") in Company, subject to certain terms
and conditions set forth in the Agreement including, but not limited to,
registration of the Shares under the Securities Act of 1933, as amended,
through Company's filing of a registration statement with the Securities and
Exchange Commission (the "SEC"). The SEC has objected to certain provisions of
the Agreement as a pre-condition to approval of the effectiveness of a
registration statement for the Shares. Neither party is now in default of any
of its obligations under the Agreement. Each acknowledges that deletion of the
provisions cited by the SEC does not affect the economics of the transactions
contemplated by the Agreement and each is willing to agree to the deletions as
a pre-condition to SEC approval of the effectiveness of a registration
statement for the Shares.
Now, therefore, in consideration of the foregoing and the mutual
covenants contained herein, the Company and the Purchaser agree as follows:
1. Section 5.3(a) of the Agreement is modified to delete the words "or
the Purchaser shall have waived".
2. The third sentence of Section 6.1(b) of the Agreement is deleted and
replaced with the following sentence: "The number of shares of
Common Stock purchased by the Purchaser with respect to each Draw
Down shall be determined on a daily basis during each Draw Down
Pricing Period and settled on a weekly basis."
3. The last sentence of Section 6.1(c) of the Agreement shall be
modified to delete the phrase ", unless otherwise agreed by
Purchaser".
4. Section 7.1 is deleted.
5. Sections 7.2(a)(iv) and (v) are deleted.
This Amendment shall be effective upon execution. Except as
specifically amended in this Amendment, the terms and provisions of the
Agreement shall be unmodified and shall remain in full force and effect.
In witness whereof, the parties have signed this Amendment on the date
first set forth above.
Dauphin Technology, Inc. Techrich International Limited
By: /s/ Andrew J. Kandalepas By: /s/ Hans Gassner
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Andrew J. Kandalepas, President & CEO Hans Gassner, Authorized Signatory
