AMENDMENT AND MODIFICATION OF WARRANT AGREEMENT
THIS AMENDMENT AND MODIFICATION OF WARRANT AGREEMENT (this
"Amendment"), dated the __th day of September, 2000, by and between TECHSYS,
INC. (formerly CONTINENTAL CHOICE CARE, INC.), a New Jersey corporation (the
"Company") and Josephthal, Lyon & Ross, Inc., Randy F. Rock, residing at 65
Central Park West, New York, New York 10023, Mark E. Brefka, residing at 6 West
Lane, Greenwich, Connecticut 06831, Jerald Belofsky, residing at 25 Chesterfield
Drive, Warren, New Jersey 07059, and John E. D'Elisa, residing at 17 Intervale
Road, Setevket, New York 11733 (each individually, a "Holder" and collectively,
the "Holders").
WHEREAS, the Company and each Holder entered into that certain
Warrant Agreement dated October 3, 1996 (the "Warrant Agreement") pursuant to
which each Holder was issued warrants to purchase common stock of the Company
(the "Warrants"); and
WHEREAS, pursuant to Section 10 of the Warrant Agreement, each Holder
has certain rights with respect to the "piggy-back" registration of the
Warrants; and
WHEREAS, prior to the date hereof, the Holders demanded "piggy-back"
registration rights with respect to the Warrants; and
WHEREAS, pursuant to Section 14 of the Warrant Agreement, the Company
and the Holders wish to amend the Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants, conditions
and promises contained herein, the parties agree as follows:
1. WITHDRAWAL AND WAIVER. The Holders hereby irrevocably withdraw the
demand for piggy-back registration made prior hereto with respect to the
Warrants and waive all rights, claims or causes of action pursuant to Section 10
of the Warrant Agreement, whether presently known or unknown in connection
therewith.
2. REGISTRATION OF SHARES. The Company, at its sole expense, intends
to register for resale all shares of Common Stock which may be acquired pursuant
to the Warrant Agreement in a Registration Statement on Form S-3, which the
Company currently anticipates filing within 30 days following the date of this
Amendment. If such Registration Statement becomes effective within 120 days
following the date hereof, the Holder's right to demand "piggy-back"
registration pursuant to Section 10 shall be terminated. Until such time as the
Registration Statement becomes effective the Holder's right to demand
"piggy-back" registration is hereby suspended. If such Registration Statement
does not become effective within 120 days following the date hereof or of it
becomes effective and thereafter during the term of the Warrant Agreement, it
becomes not effective the Holder's right to demand "piggy-back" registration
will be reinstated and will continue in accordance with the terms of the Warrant
Agreement.
<PAGE>
3. EXTENSION OF WARRANT EXPIRATION DATE. Section 1(f) of the Warrant
Agreement is hereby amended in its entirely to read as follows:
(f) "Warrant Expiration Date" shall mean 5:00 p.m. (New Jersey local
time) on September 30, 2002 or the Redemption Date as defined in
Section 6, whichever is earlier; provided that if such date shall in
the State of New Jersey be a holiday or a day on which banks are
authorized or required to close, then 5:00 p.m. (New Jersey local
time) on the next following day which in the State of New Jersey is
not a holiday or a day on which banks are authorized or required to
close. Upon notice to the Warrant Holder the Company shall have the
right to extend the Warrant Expiration Date.
4. WARRANT AGREEMENT IN FULL FORCE AND EFFECT. Except as expressly
amended or modified by this Amendment, the Warrant Agreement remains in full
force and effect.
5. COUNTERPARTS. This Amendment may be executed in separate
counterparts (no one of which need contain the signatures of all parties), each
of which will be an original and all of which together will constitute one and
the same instrument.
[SIGNATURE PAGE TO FOLLOW]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
TECHSYS, INC.
By:_____________________________
Steven L. Trenk
President
JOSEPHTHAL & CO. INC.
(FORMERLY JOSEPHTHAL,
LYON & ROSS, INC.)
By: __________________________
Name:
Title:
--------------------------------
RANDY F. ROCK
--------------------------------
MARK E. BREFKA
--------------------------------
JERALD BELOFSKY
--------------------------------
JOHN E. D'ELISA
