Exhibit 10.11
AMENDMENT TO SECURITIES
PURCHASE AGREEMENT
AND CONVERTIBLE
NOTE
THIS AMENDMENT TO SECURITIES
PURCHASE AGREEMENT AND CONVERTIBLE NOTE (the “
Amendment ”) is entered into as of August 30,
2004 between PROSOFTTRAINING , a Nevada corporation (“
the Company ”), and HUNT CAPITAL GROWTH FUND
II, L.P. (“ Hunt ”).
R
E C I
T A L S :
WHEREAS, the Company and Hunt have
entered into that certain Securities Purchase Agreement dated
October 16, 2001 (as amended by the Amendment to Securities
Purchase Agreement dated December 28, 2001 (the “ 2001
Amendment ”) and the Exchange Agreement dated June 4,
2004 (the “ Exchange Agreement ”), as so
amended, the “ Purchase Agreement ”) and
the Transaction Agreements (as defined therein) including without
limitation the Convertible Note (as amended by the 2001 Amendment
and the Exchange Agreement, the “ Convertible
Note ”);
WHEREAS, as of the date hereof, the
Company is entering into a Purchase Agreement (the “
DKR Purchase Agreement ”) with DKR SoundShore
Oasis Holding Fund Ltd. (“ DKR Oasis ”)
and DKR SoundShore Strategic Holding Fund Ltd. (“ DKR
Strategic ” and, together with DKR Oasis, the “
DKR Parties ”), pursuant to which the Company
will borrow $1,350,000 (the “ DKR Loan ”)
from the DKR Parties;
WHEREAS, the Company and Hunt hereby
acknowledge that the consummation of the DKR Loan and the other
transactions set forth in the DKR Purchase Agreement as of the date
hereof will, after giving effect to the anti-dilution provisions
set forth in the Purchase Agreement and the other Transaction
Agreements, be consistent with the intentions of and not in
violation of the 2001 Amendment; and
WHEREAS, the Company has requested
Hunt to consent to the DKR Loan and the other transactions set
forth in the DKR Purchase Agreement, which Hunt is willing to do,
among other things, on the basis of the agreements of the Company
set forth herein.
NOW, THEREFORE, in consideration of
these premises and other valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1. DEFINITIONS . Unless stated
otherwise, each term defined in the Purchase Agreement has the same
meaning when used in this Amendment.
2. AGREEM
