Exhibit
10.4
AMENDMENT NO. 1 TO STOCK
REPURCHASE AGREEMENT
This AMENDMENT
NO. 1 dated as of July 10, 2006 (“
Amendment No. 1 ”) to
STOCK REPURCHASE AGREEMENT entered into as
of November 28, 2005 (“Stock Repurchase Agreement”) by
and between Scientigo, Inc., a Delaware corporation (“
Scientigo ”), and Guideline, Inc., formerly
known as Find/SVP, Inc., a New York corporation (“
Guideline ”).
RECITALS
A. Scientigo, TIGO Search, Inc., a Delaware
corporation (“ Tigo ”), and Guideline
have entered into that certain Transaction Agreement, dated as of
the date hereof (the “ Transaction Agreement
”), pursuant to which, among other things, Guideline has been
issued four hundred and ninety (490) shares of Tigo common stock,
par value $0.001 per share (the “ Tigo
Shares ”).
B. Scientigo, Tigo and Guideline have agreed to
amend the Stock Repurchase Agreement to provide for: (i) the
establishment of the time period during which Scientigo shall
repurchase Tigo Shares, (ii) a revised calculation method for the
Scientigo Common Stock portion of the Repurchase Payment, and (iii)
the securitization of Scientigo’s and Tigo’s
obligations under this Agreement pursuant to the Amended and
Restated Security Agreement dated as of the date hereof and
executed by Scientigo and Tigo for the benefit of Guideline.
NOW, THEREFORE , in consideration of the above recitals and the
mutual agreements and covenants set forth herein, the sufficiency
of which is hereby acknowledged, the parties agree as
follows:
1.
Capitalized Terms; Find/SVP, Inc,
Change of Name . Unless
otherwise defined, Capitalized Terms set forth herein shall have
the meanings assigned to them in the Stock Repurchase Agreement.
Find/SVP, Inc. changed its name to Guideline, Inc. effective March
14, 2006 - consequently all references to Find/SVP in the Stock
Repurchase Agreement shall be read as referring to
Guideline.
2.
Revision to Section 1. of Stock
Repurchase Agreement - Right of
Repurchase .
Section 1. of
the Stock Repurchase Agreement is hereby deleted in its entirety
and the following revised Section 1 is substituted
therefor:
“1.
Tigo Shares Repurchase . Scientigo shall repurchase all of
the Tigo Shares from Guideline by the date (the “Repurchase
Date”) which is the earlier of: (i) ten (10) days from the
date that Scientigo obtains a cumulative amount of at least $2
million in cash after the date hereof, through one or more
offerings of, and through any combination of, debt, equity, or as
proceeds from the exercise of or conversion of convertible
securities or through any other capital transactions; or (ii) three
(3) months from
