amacore_8k-ex1004.htm


    
      

    

    EXHIBIT 10.4

    
       

      FIRST
AMENDMENT TO

       

      WARRANT

       

      This
First Amendment to Warrant (this “Amendment”) dated as of November 13, 2009
amends that certain warrant dated June 29, 2009 (the “Warrant”), pursuant to
which THE AMACORE GROUP, INC., a Delaware corporation (the “Company”) issued a
warrant to purchase an aggregate of 50,625,000 shares of the Company’s Class A
common stock, par value $0.001 per share (“Class A Common Stock”) to VICIS
CAPITAL MASTER FUND (the “Holder”).

       

      R E C I T A L
S

       

      WHEREAS,
the Company and the Holder entered into a Securities Purchase Agreement dated as
of November 13, 2009 (the “Purchase Agreement”).

       

      WHEREAS,
as an inducement to enter into the Purchase Agreement, the Purchaser agreed to
amend the Warrant as hereinafter set forth.

       

      NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby amend the Warrants and otherwise agree as follows:

       

      1.           Amendments.

       

      (a)           Section
4(f) of the Warrant is hereby deleted in its entirety.

       

      (b)           Section
1 of the Warrant is hereby amended and restated to read in its entirety as
follows:  “Term.  The
term of this Warrant shall commence on December 31, 2009 and shall expire
at 6:00 p.m., Eastern Time, on June 29, 2014 (such period being the “Term”).”

       

      2.           Ratification.  Except
as expressly amended by this Amendment, the terms and conditions of each Warrant
are hereby confirmed and shall remain in full force and effect without
impairment or modification.

       

      3.           Holder.  The
Holder represents and warrants that it is the sole beneficial and record owner
of the Warrant and that there is no other holder of the Warrant.

       

      4.           Conflict.  In
the event of any conflict between any Warrant and this Amendment, the terms of
this Amendment shall govern.

       

      5.           Certain Defined
Terms.  Capitalized terms used but not defined herein shall
have the meanings given to such terms in the applicable Warrant.

       

      6.           Binding
Effect.  The parties acknowledge and agree that this Amendment
complies with all of the applicable terms and conditions set forth in Section 10
of the Warrant that are necessary to effect an amendment to such Warrant that
binds the parties and therefore, upon the execution and delivery hereof by the
parties, this Amendment shall have such binding effect.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      7.           Governing
Law.  This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to
applicable principles of conflicts of law that would require the application of
the laws of any other jurisdiction.

       

      8.           Counterparts and
Effectiveness.  This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
taken together shall constitute one and the same instrument.  Upon
execution by all parties, this Amendment is effective as of June 29,
2009.

       

      


       

       
 

       


      
        
           


        

        
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      IN
WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by
their respective authorized representatives as of the day and year first above
written.

       

      
      

       

      
        	 	
                COMPANY:

                 

                THE
      AMACORE GROUP, INC.


                


                /s/
      Jay
      Shafer                          
      

                Jay
      Shafer

                Chief
      Executive Officer

                


                


                HOLDER:

                


                VICIS
      CAPITAL MASTER FUND

                    By:
      Vicis Capital LLC

                


                


                


                By:  /s/ Christopher D.
      Phillips

                Title: 
      Managing Director

              


      

       

      
 

      

        
          
             


          

          
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