ex10_1.htm


  
    Exhibit
10.1

     

    [Letterhead
of NPDC]

    


    


                                        August 11,
2008

    


    The
Gabelli Small Cap Growth Fund

    The
Gabelli Equity Income Fund

    The
Gabelli ABC Fund

    The
Gabelli Convertible and Income Securities Fund Inc.

    


    One
Corporate Center

    Rye, New
York 10580

    


    
      	 
      	
              Re:

            	
              Amendment
      to National Patent Development Corporation

              Warrant
      Certificates

            


    

    


    Ladies
and Gentlemen:

    


    Reference is made to the Warrant
Certificates (the “Warrants”) to purchase, in the
aggregate, 1,423,886 shares of Common Stock (“Shares”) of National Patent
Development Corporation (“NPDC”), dated as of December
3, 2004, issued by NPDC to The Gabelli Small Cap Growth Fund, The Gabelli Equity
Income Fund, The Gabelli ABC Fund, and The Gabelli Convertible and Income
Securities Fund Inc., respectively (collectively, the “Warrantholders”).

    


    By the terms of the Warrants, the
Exercise Price of the Warrants, as defined therein, is $3.57 per Share, and the
Expiration Date of the Warrants, as defined therein, is August 14,
2008.  For good and valuable consideration each of the Warrants is
hereby amended as follows:

    


    1.           The
Expiration Date, as defined in the Warrant, is hereby extended to August 15,
2008, 5:00 p.m. Eastern Time.

    


    2.           The
Exercise Price, as defined in the Warrant, is hereby reduced to $2.50 per
Share.

    


    3.           With
the exception of the foregoing amendments, all other terms of the Warrant remain
in full force and effect.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      National
Patent Development Corporation

      August
11, 2008

      Page
2

    

     

    By
countersigning this letter where indicated below and returning a signed copy to
NPDC, each of the Warrantholders agrees to, and accepts, the terms of this
letter.

     

    
      
        	 	Very
      truly yours,	 
	 	 	 
	 	NATIONAL PATENT DEVELOPMENT
      CORPORATION	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Ira
      J. Sobotko	 
	 	 	Ira
      J. Sobotko	 
	 	 	Vice
      President & Chief Financial Officer	 
	 	 	 	 


      

    

    


    Confirmed
and agreed to this

    11th day
of August, 2008:

    


    
      	GABELLI FUNDS, LLC for:	 
	 	 
	THE GABELLI SMALL CAP GROWTH
      FUND 	 
	 	 	 
	
              By:
      

            	/s/ Agnes
      Mullady	 
	 	Agnes
      Mullady	 
	 	Treasurer	 


    

     

    
      
        
          	THE GABELLI EQUITY INCOME
      FUND	 
	 	 	 
	
                  By:
      

                	/s/
      Agnes Mullady 	 
	 	Agnes
      Mullady	 
	 	Treasurer	 


        

         

        
          
            
              	THE GABELLI ABC
      FUND	 
	 	 	 
	
                      By:
      

                    	/s/
      Agnes Mullady 	 
	 	Agnes
      Mullady	 
	 	Treasurer	 


            

             

            
              
                
                  
                    	THE GABELLI CONVERTIBLE AND
      INCOME SECURITIES FUND INC.
	 	 	 
	
                            By:
      

                          	/s/
      Agnes Mullady 	 
	 	Agnes
      Mullady	 
	 	Treasurer