Exhibit 10.1


 


AMENDMENT NUMBER ONE TO


SECURITIES PURCHASE AGREEMENT


 


This AMENDMENT NUMBER ONE TO SECURITIES
PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of
April 4, 2006, by and between Winmark Corporation, a Minnesota corporation (the
“Purchaser”), and BridgeFunds Limited, a Nevada corporation (the “Company”).


 


WHEREAS, the Purchaser and the Company
entered into that certain Securities Purchase Agreement, dated as of October
13, 2004 (the “Purchase Agreement”) (capitalized terms used but
not defined herein shall have the meanings assigned to them in the Purchase
Agreement);


 


WHEREAS, pursuant to the Purchase Agreement,
among other things, (a) the Purchaser purchased from the Company (i) the
Initial Note on October 13, 2004, (ii) the Second Note on February 8, 2005 and
(iii) the Third Note on May 20, 2005, and (b) the Purchaser may purchase from
the Company the Fourth Note on or after the date of this Amendment;


 


WHEREAS, Section 7.7 of the Purchase
Agreement provides that the Purchase Agreement may be amended, modified or
supplemented only to the extent expressly set forth in a writing that is signed
by the Party to be charged therewith and that sets forth therein that its
purpose is to amend, modify or supplement the Purchase Agreement or some term,
condition or provision thereof; and


 


WHEREAS, the Purchaser and the Company hereby
agree and acknowledge that the purpose of this writing is to amend and restate
in its entirety Section 1.2(c) of the Purchase Agreement.


 


NOW THEREFORE, in consideration of the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Purchaser and the
Company hereby agree as follows:


 


1.             Recitals.  The recitals set forth above are hereby
incorporated in their entirety.


 


2.             Purchase
and Sale of Fourth Note.  Section
1.2(c) of the Purchase Agreement shall hereby be amended and restated in its
entirety as set forth below:


 


“(c)         If,
during the period from the date hereof through July 14, 2006, the Company shall
have provided the Purchaser with evidence reasonably satisfactory to the
Purchaser that the Company has originated, in the aggregate, One Million Three
Hundred Fifty Thousand Dollars ($1,350,000.00) of Customer Claimant Funding
(the “Fourth Funding Threshold”), then as soon as practicable after the
Company’s provision of such evidence to the Purchaser, at an Additional
Closing, and subject to the terms and conditions contained herein, the Company
shall issue and sell to the Purchaser, and the Purchaser shall purchase from
the Company, a Note having an aggregate face value of Five Hundred Thousand
Dollars ($500,000.00) (the “Fourth Note”).”


 

















 


3.             Ratifications.    Except as specifically herein amended, all
terms, provisions, conditions and exhibits contained in the Purchase Agreement
are hereby confirmed, ratified and restated and shall remain unmodified and in
full force and effect.  In the event that
any provision of this Amendment shall conflict with the terms, provisions, conditions
and exhibits of the Purchase Agreement, the terms, provisions, conditions and
exhibits of this Amendment shall govern and control.


 


4.             Counterparts.   This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and
the same instrument.


 


 


[SIGNATURE
PAGE FOLLOWS]


 

















 


IN WITNESS WHEREOF, each of Winmark Corporation and
BridgeFunds Limited has caused this Amendment to be executed on the date first
written above by its respective officer or other representative thereunder duly
authorized.


 


 


	
   

  	
   

  	
  WINMARK CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Brett D. Heffes

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Brett D. Heffes

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BRIDGEFUNDS LIMITED

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ A. Mark Berlin, Jr.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  A. Mark Berlin, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer