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EXHIBIT 10.1
FWRKS ACQUISITION CORP.
Oskar-von-Miller Strasse 1
85386 Eching, Germany
August 16, 2000
FieldWorks, Incorporated
7631 Anagram Drive
Eden Prairie, MN 55344
Gentlemen:
Re: Amendment to Purchase and Option Agreement
This letter confirms our agreement with respect to the amendment of the Purchase
and Option Agreement dated as of June 29, 2000 (the "Agreement"), between FWRKS
Acquisition Corp. ("Purchaser"), and FieldWorks Incorporated (the "Company").
Terms used but not defined herein are used as defined in the Agreement.
1. Extension of First Option Expiration Date (Section 1.2).
Section 1.2 of the Agreement is hereby amended to extend the
expiration date of the First Option from 5:00 P.M., Central
Time, on August 15, 2000, to 4:00 P.M., Central Time, on
August 16, 2000.
2. Repayment of Notes and Loans (Section 8.3). Section 8.3 of the
Agreement is hereby amended to extend the November 15, 2000
date therein to February 15, 2001.
3. Termination (Section 20). Section 20(b) of the Agreement is
hereby amended to extend the November 15, 2000 date therein to
February 15, 2001.
4. Definitions (Section 21).
a. The definition of "Closing Date" in the Agreement is
hereby amended to extend the October 1, 2000 date
therein to December 1, 2000, and to extend the
November 15, 2000 date therein to February 15, 2001.
b. The definition of "Exercise Date" in the Agreement is
hereby amended to extend the August 15, 2000 date
therein to August 16, 2000.
c. The definition of "First Option" in the Agreement is
hereby amended to change the price per share from
$1.00 to $0.90.
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d. The definition of "First Option Shares" in the
Agreement is hereby amended to read in its entirety
as follows: `First Option Shares' shall mean
6,000,000 shares of Common Stock.
e. The definition of "Second Option Shares" in the
Agreement is hereby amended to mean the shares of
Series B Preferred Stock and Series C Preferred Stock
to be acquired by the Purchaser upon closing of the
exercise of the Second Option.
5. Exercise of First Option. The Purchaser hereby irrevocably
exercises the First Option in accordance with Section 1.2 of
the Agreement by delivering this letter to the Company, and
hereby notifies the Company that the Exercise Date shall be
August 16, 2000. The Purchaser further represents that it has
previously acquired over 900,000 shares of common stock
directly from shareholders of the Company, and that it will
not transfer any interest in such shares prior to the Closing
Date.
6. Cancellation of Warrant Shares. The Warrant is hereby
cancelled and is and shall be deemed to be null and void, and
any reference to the Warrant or the Warrant Shares in the
Agreement shall be no force or effect. The Purchaser shall
deliver the Warrant to the Company for cancellation at the
Closing Date.
7. Entire Agreement. This letter agreement supplements the
existing agreements between the parties reflected in the
Agreement and related agreements and agreements referred to
therein (all of which shall remain in full force and effect).
8. Binding Effect. Upon execution of this letter agreement by
each of the parties hereto, this letter shall constitute and
create, and shall be deemed to constitute and create, legally
binding and enforceable obligations on the part of each party
to this letter.
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August 16, 2000-A
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If the foregoing terms and conditions are acceptable to you, please so indicate
by signing and returning this letter.
Very truly yours,
FWRKS ACQUISITION CORP.
By: /s/ Hannes Niederhauser
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Hannes Niederhauser
President and Member of
Management Board
By: /s/ Rudi Wieczorek
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Rudi Wieczorek
Chief Technical Officer and
Member of Management Board
AGREED TO AND ACCEPTED:
FIELDWORKS, INCORPORATED
By: /s/ David G. Mell
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David G. Mell
Chief Executive Officer
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August 16, 2000-A
