**Exhibit10.12**

**FIRST AMENDMENT**

**by and between**

**FP TECHNOLOGY, INC. and**

**TRIDENT GROWTH FUND, L.P.**

ThisFirst Amendment (this “First Amendment”) is entered into as of September13, 2006 by and between FP TECHNOLOGY, INC., a Delaware corporation (the “Company”)and TRIDENT GROWTH FUND, L.P., a Delaware limited partnership, (“Trident”),and amends the 12% Senior Secured Convertible Debenture No. 1, dated September13, 2005, and references the following agreements between the Company andTrident, each as amended by that certain Master Amendment dated March 29, 2006(the “Master Amendment”) (collectively, as amended by the MasterAmendment, the “Transaction Documents”):

(i)                                     SecuritiesPurchase Agreement, dated September 13, 2005, as amended by that FirstAmendment dated November 15, 2005 (as so amended and as amended by the MasterAmendment, the “SPA”);

(ii)                                  (a)12% Senior Secured Convertible Debenture No. 1, dated September 13, 2005, inthe initial principal amount of $2,000,000 (as amended by the Master Amendment,the “First Debenture”), and (b) 12% Senior Secured Convertible DebentureNo. 2, dated November 15, 2005, in the initial principal amount of $500,000 (asamended by the Master Amendment, the “Second Debenture” and togetherwith the First Debenture, the “Debentures”);

(iii)                               (a)Common Stock Purchase Warrant No. 1, dated September 13, 2005, and (b) CommonStock Purchase Warrant No. 2, dated November 15, 2005 (as amended by the MasterAmendment, the “Warrants”); and

(iv)                              SecurityAgreement, dated September 13, 2005 (as amended by the Master Amendment, the “SecurityAgreement”).

**RECITALS**

A.            The Company merged with AFGEnterprises USA, Inc. (“AFG”) on June 29, 2006, pursuant to an Agreement andPlan of Merger by and between AFG and the Company by which the Company was thesurviving entity (the “Reorganization”), and (ii) the Company assumedthe rights, liabilities and obligations of the Transaction Documents.

B.            On August 18, 2006, the Company paidthe principal amount of $500,000 on the Second Debenture, and the accruedinterest thereon on August 31, 2006.

C.            The parties desire to amend theterms of the First Debenture to modify its provisions as provided herein, andto enter into such other agreements as are set forth herein.

 

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**AGREEMENT**

In consideration of the foregoing premises, the mutual covenants andagreements set forth herein, and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties herebyagree as follows:

1.     Definitions.  Any capitalized terms used but not otherwisedefined herein shall have the meaning ascribed to such terms in the FirstDebenture.

2.     Amendment of First Debenture.

(a)           The Company hereby acknowledges itsassumption and primary responsibility to repay the First Debenture, and allreferences to the Company in the Debentures shall be amended to mean theCompany.  The Company hereby representsand warrants to Trident that the repayment of the First Debenture on the termsprovided herein would not violate any terms or conditions of any otheragreement of the Company, except to the extent such repayment would be limitedor prohibited by (i) the default provisions of the Indenture executed by AFG inconnection with its $50,000,00 CAP Financing (as such term is defined in theMaster Amendment) concluded on March 29, 2006 or (ii) the terms and conditionsof the Subordination Agreement, dated March 29, 2006, by and between AFG andTrident in connection with such $50,000,000 CAP Financing.

(b)           The term “Maturity Date” in the FirstDebenture shall be amended to mean the earlier of (a) August 31, 2008; or (b)the consummation of a Change of Control Transaction; or (c) upon the closing ofan equity or debt/equity financing wherein the Company receives gross proceedsequal to at least $5,000,000 from the sale of Common Stock or Common StockEquivalents issued by the Company to unaffiliated third parties.

(c)           Payment of principal on the FirstDebenture shall be made as follows:

(i)   Beginningon September 30, 2006 and continuing through July 31, 2008, equal monthly installmentsof $83,333.33.

(ii)   OnAugust 31, 2008, a final payment equal to $83,333.41.

(d)                                 Interestshall accrue and be payable with each principal payment on the First Debentureat the rate of 12% per annum (360 days per annum).

3.     Cancellation of Second Debenture.  The Second Debenture is hereby paid in fulland cancelled.

4.     Assumption of Obligations.  The Company hereby assumes the obligations ofAFG under the Transaction Documents, and all references to the Company in theTransaction Documents shall be amended to mean the Company.

5.     Effect of Amendments.  Except as expressly provided in this First Amendment,each of the Transaction Documents shall remain unchanged and shall continue infull force and effect.

6.     Counterparts.  This Amendment may be signed by the partiesin counterparts, which 

 

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together shallconstitute one and the same agreement among the parties.

IN WITNESS WHEREOF, the parties hereto havecaused this First Amendment to be executed in counterparts by their duly authorizedofficers, all as of the day and year first above written.
|                      |               | TRIDENT GROWTH FUND, L.P.                     |
|----------------------|--------------------|-----------------------------------------------|
| FP TECHNOLOGY,  INC. |               | Trident  Management, LLC, its General Partner |
|                 |               |                                          |
|                 |               |                                          |
| By:                  | /s/ Stephen  Peary |                                          | By: | /s/Larry Sr.  Martin |
| Name:                | Stephen Peary      |                                          | Name: | Larry Sr. Martin |
| Title:               | CFO                |                                          | Title: |  Principal |
|                      |                    |                                               |  |  |  |  |  |  |

 

 

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