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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 cap
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