EXHIBIT 10.1
MODIFICATION AND AMENDMENT AGREEMENT DATED JUNE 30, 2006
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MODIFICATION, WAIVER AND AMENDMENT AGREEMENT
This Modification and Amendment Agreement ("Agreement") dated as
of
June 30, 2006 is entered into by and among River Capital Group
Inc., a Delaware
corporation (the "Company"), Longview Fund, L.P., Longview Equity
Fund, L.P. and
Longview International Equity Fund, L.P. (each a "Subscriber" and
collectively
"Subscribers").
WHEREAS, the Company and the Subscribers are parties to a
Subscription
Agreement ("Subscription Agreement") dated May 23, 2005 as amended
on May 31,
2006 in the Modification and Amendment Agreement ("Modification
Agreement")
relating to an aggregate investment by Subscribers of $200,000 in
principal
amount of secured convertible notes of the Company convertible into
shares of
the Company's $.001 par value Common Stock ("Notes") and Warrants
in the amounts
set forth on Schedule A attached hereto.
NOW THEREFORE, in consideration of the mutual covenants and
other
agreements contained in this Agreement, the Company and the
Subscribers hereby
agree as follows:
1. All the capitalized terms employed herein shall have the
meanings
attributed to them in the Subscription Agreement dated May 23, 2005
and the
Modification Agreement, and the documents and agreements delivered
therewith.
2. The Company and the Subscribers hereby agree to amend the
Transaction Documents to reflect the additional Purchase Price
("Additional
Purchase Price") as set forth on Schedule A hereto. Purchase Price
shall mean
the aggregate of the Purchase Price in connection with the May 23,
2005 Closing
Date and the Additional Purchase Price.
3. An additional Closing (the "Second Closing") shall take place on
or
before June 30, 2006 (the "Second Closing Date") in connection with
the
Additional Purchase Price and the Notes and Warrants issuable in
connection
therewith, upon satisfaction of all conditions to Closing set forth
in the
Transaction Documents and in this Amendment. The amount of the
Additional
Purchase Price and all documents to be delivered hereunder will be
deposited and
held with the Escrow Agent and released pursuant to the terms of an
escrow
agreement (the "Escrow Agreement"). The Notes and Warrants to be
delivered on
the Second Closing Date are included in the definition of
"Securities" in the
Subscription Agreement.
4. The Company and Subscribers hereby agree to waive any
disproportionality between the Purchase Price of the May 23, 2005
Closing Date
and the Additional Purchase Price of the Second Closing.
5. For the benefit of the Subscriber hereto, the Company hereby
renews
all the representations, warranties, covenants undertakings and
indemnifications
contained in the Transaction Documents, as if such representations
were made by
the Company as of this date and as of the Second Closing Date.
6. All the representations, warranties and undertakings made by
the
Company in the Transaction Documents as of the Closing Date are
hereby made by
the Company as of the Second Closing Date, as if such
representations,
warranties and undertakings were also made and gi
