AMENDMENT OF
COMPANY'S RIGHT TO PURCHASE WARRANT
AND CANCELLATION OF RIGHTS
THIS AGREEMENT, (the "Agreement") dated as of the 5th day of April,
2001, by and between TechSys, Inc. (formerly Continental Choice Care, Inc.) (the
"Company") and Lazar & Company I.G., LLC (the "Holder").
WHEREAS, on August 21, 2000 the Company issued to the Holder a Common
Stock Purchase Warrant to Purchase up to 6,800,000 shares of the Company's
Common Stock (the "Warrant"); and
WHEREAS, on August 21, 2000 the Holder issued to the Company a
Promissory Note in the principal amount of $1,050,000 (the "Note"); and
WHEREAS, on December 5, 2000 the Holder granted to the Company the
right to purchase certain warrant rights and executed a Company's Right To
Purchase Warrant (the Warrant Rights Purchase Agreement"); and
WHEREAS, in accordance with the Warrant Rights Purchase Agreement the
Company exercised its rights thereunder to reduce the Common Stock purchasable
under the Warrant and reduced the amount due under the Note; and
WHEREAS, the Holder and the Company wish to amend the Warrant Rights
Purchase Agreement by accelerating the purchase rights of the Company and
altering the remaining rights of the Holder under the Warrant; and
WHEREAS, the terms used but not defined in this Agreement shall have
the meanings ascribed to them as in the Warrant, the Warrant Rights Purchase
Agreement, or the Note, as applicable.
NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth below, the parties hereby agree as follows:
1. COMPANY'S RIGHT TO PURCHASE WARRANT.
a. The Company's rights pursuant to Paragraphs 1 (c) and (d) of the
Warrant Rights Purchase Agreement to purchase from the Holder the Holder's right
to purchase Shares under the Warrant, are accelerated and may be exercised by
the Company either on the dates thereof as set forth in the Warrant Rights
Purchase Agreement or, if earlier, at the Effective Time, as hereinafter
defined, and, if not exercised prior to the Effective Time shall be deemed
exercised at the Effective Time and the Note will be deemed reduced in
accordance with the terms thereof; as a result of which, together with prior
purchases under the Warrant Rights Purchase Agreement, all rights of the Company
to make such purchases thereunder, to the extent remaining unexercised at the
Effective Time will have been fully exercised at the Effective time.
b. The Holder hereby grants to the Company the right to purchase from
the Holder, at the Effective Time, the Holder's right to purchase 850,000 Shares
under the Warrant for $145,833.37 which shall be paid by a reduction of
$145,833.37 of the unpaid principal amount due from the Holder to the Company
pursuant to the Note, thus reducing the Note to an outstanding principal amount
of $700,000, and the Company hereby exercises such right effective at the
Effective Time.
c. The rights to purchase shares under the Warrant having been
purchased in their entirety by the Company on or before the Effective Time, the
Warrant will be cancelled, will be no longer outstanding, and will be expired at
the Effective Time. The holder will deliver the Warrant to the Company at the
Effective time. The Warrant is deemed hereby to have been surrendered to the
Company at the Effective Time.
2. AMENDMENT OF NOTE. The Note shall remain in full force and effect,
except as it may be specifically amended or modified by this Agreement and by
the purchases hereunder and under the Warrant Rights Purchase Agreement.
3. AMENDMENT OF OTHER DOCUMENTS. The Warrant having been cancelled,
having expired, being no longer outstanding, and being deemed surrendered, at
the Effective Time, all rights of the Holder pursuant to any other agreement
between the Company and the Holder which rights expire or are no longer
effective when the Warrant is cancelled, has expired, is no longer outstanding,
or has been surrendered, or when the Holder owns less that 25% of the Common
Stock of the Company, are terminated, expire, and are no longer effective, as of
the Effective Time.
4. WARRANT GRANT. At the Effective Time the Company shall grant to the
Holder a warrant for the purchase of 100,000 common shares (the "Warrant
Shares") of the Company, exercisable after the Effective Time until August 20,
2005, at a price of $1.50 per share.
5. EFFECTIVE TIME. The Effective Time under this Agreement is the time
of the occurrence of both (i) the Effective Time of the currently proposed
merger (the "Merger") of Newco TKSS, Inc., a wholly owned subsidiary of the
Company, with and into Fuel Cell Companies, Inc. ("FCCI") pursuant to the
agreement executed by FCCI, the Company, and a subsidiary of the Company dated
as of April 5, 2001 including the Merger or other acquisition transaction,
arising from the amendment or revision of such agreement and (ii) the delivery
to the Holder of the shares of TechSys, Inc, or other survivor in the Merger or
other acquisition transaction, arising from the amendment or revision of such
agreement, in accordance with the letter agreement between the Holder and FCCI
dated the date hereof (the "Letter Agreement Shares") accompanied by an
undertaking by the Company, in accordance with paragraph 6 hereof, to grant to
the Holder "piggyback" registration rights.
6. Undertaking to provide Piggyback Registrations. In the undertaking
relating to "piggyback" registration rights referred to in paragraph 5, the
Company shall provide for rights substantially as follows:
(a) Right to Include. Each time the Company proposes for any reason to
register any of its common stock under the Securities Act for the account of a
stockholder or stockholders of the Company, other than pursuant to a
Registration Statement on Forms S-4 or S-8 (or similar or successor forms) (a
"Proposed Registration"), the Company shall promptly give written notice of such
Proposed Registration to the Holder (which notice shall be given not less than
30 days prior to the expected effective date of the Company's Registration
Statement) and shall offer the Holder the right to request inclusion of any or
all of the Holder's Letter Agreement Shares; provided, that, the maximum
percentage of the Holder's Letter Agreement Shares that the Company shall be
required to register on any such registration statement shall equal the maximum
percentage of shares of common stock of any stockholder being registered for the
account of such stockholder pursuant to such Registration Statement. The rights
to piggyback registration may be exercised an unlimited number of occasions but
such rights shall expire on December 31, 2007.
(b) Procedure. The Holder shall have 10 days after the date of receipt
of the Company's notice to deliver to the Company a written request specifying
the number of Letter Agreement Shares the Holder intends to sell and the
Holder's intended method of disposition. The Holder shall have the right to
withdraw the Holder's request for inclusion of the Holder's Letter Agreement
Shares, in any Registration Statement by giving written notice to the Company of
such withdrawal; provided, however, that the Company may ignore a notice of
withdrawal made within the 24 hours before the time the Registration Statement
is to become effective. The Company may at any time withdraw or cease proceeding
with any such Proposed Registration if it shall at the same time withdraw or
cease proceeding with the registration of all other shares of common stock
originally proposed to be registered. In the event that the Proposed
Registration by the Company is, in whole or in part, an underwritten public
offering of securities of the Company, any request under this Section 6(b) shall
specify that the Letter Agreement Shares be included in the underwriting on the
same terms and conditions as the shares, if any, otherwise being sold through
underwriters under such registration. The Company may at any time limit the
number of the Holder's Letter Agreement Shares to be included in any Proposed
Registration (either underwritten or not) upon a good faith determination by the
board of directors of the Company or upon the advice of such underwriter that
the inclusion of the entire amount of such Letter Agreement Shares will
materially interfere with the success of the offer of other shares included in
the registration; provided, that, any such limitation made by the Company shall
be made pro rata on the basis of shares to be registered for the account of the
Holder and all other stockholders to be included in the Proposed Registration.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
TECHSYS, INC.
By:___________________________
Steven L. Trenk, President
LAZAR & COMPANY I.G., LLC
By: LAZAR & COMPANY I.G., INC. Managing Member
By:___________________________
Shlomo Lazar, Chief Executive Officer