kl03016_ex10-2.htm


    
      

    


    Exhibit
10.2

    ADDENDUM

    TO

    SECURITIES
PURCHASE AGREEMENT

    


    Addendum
dated as of February 29, 2008 to Securities Purchase Agreement dated March 7,
2008 by and among George Foreman Enterprises, Inc., a Delaware corporation (the
“Company”) and the Buyers set forth on the signature pages affixed to the
Securities Purchase Agreement (individually a “Buyer” or collectively
“Buyers”).  Capitalized terms used herein shall have the meaning given
to them in the Securities Purchase Agreement.

    


    1. Section
1(b) of the Securities Purchase Agreement is amended to read as
follows:

    


    “(b)                 Closing
Dates.  The closings of the purchase and sale of the
Convertible Notes (the “Closings”) shall take place at the offices of Gottbetter
& Partners, LLP, 488 Madison Avenue, 12th Floor,
New York, NY 10022 or such other place as is mutually agreed to by the Company
and the Buyers on or before March 17, 2008 subject to notification of
satisfaction of the conditions of the Closings set forth herein (or such later
date as is mutually agreed to by the Company and the Buyers).”

    


    2. Section
3(c) of the Securities Purchase Agreement is amended to read as
follows:

    


    “(c)                 Capitalization.  The
authorized capital stock of the Company consists of 25,000,000 shares of Common
Stock and 5,959,509 shares of Preferred Stock.  Two series of
Preferred Stock, the Series A Participating Preferred and the Series A Preferred
Stock have been authorized.  As of the date hereof, the Company has
3,358,444 shares of Common Stock issued and outstanding, 2 shares of Series A
Preferred Stock issued and outstanding, and no shares of Series A Participating
Preferred Stock issued and outstanding.  All of such outstanding
shares have been duly authorized, validly issued and are fully paid and
nonassessable.  Except as set forth in Schedule 3(c), (i) no shares of
Common Stock are subject to preemptive rights or any other similar rights or any
liens or encumbrances suffered or permitted by the Company, (ii) there are no
outstanding options, warrants, scrip, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights
convertible into, any shares of capital stock of the Company, or contracts,
commitments, understandings or arrangements by which the Company is or may
become bound to issue additional shares of capital stock of the Company or
options, warrants, scrip, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into, any
shares of capital stock of the Company, (iii) there are no outstanding debt
securities (iv) there are no agreements or arrangements under which the Company
is obligated to register the sale of any of their securities under the
Securities Act, (v) there are no outstanding registration statements and there
are no outstanding comment letters from the SEC or any other regulatory agency,
(vi) there are no securities or instruments containing anti-dilution or similar
provisions that will be triggered by the issuance of the Convertible Notes
as

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    described
in this Agreement, and (vii) no co-sale right, right of first refusal or other
similar right exists with respect to the Convertible Notes, Warrants, Warrant
Shares and Conversion Shares or the issuance and sale thereof.  The
Convertible Notes, Warrants, Warrant Shares and Conversion Shares when issued,
will be free and clear of all pledges, liens, encumbrances and other
restrictions (other than those arising under federal or state securities laws as
a result of the issuance of the Convertible Notes).  The issue and
sale of the Convertible Notes, Warrants, Warrant Shares and Conversion Shares
will not result in a right of any holder of Company securities to adjust the
exercise, conversion, exchange or reset price under such
securities.  The Company has made available to the Buyer true and
correct copies of the Company’s Articles of Incorporation, as amended and as in
effect on the date hereof (the “Articles of Incorporation”), and the Company’s
By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all
securities convertible into or exercisable for Common Stock and the material
rights of the holders thereof in respect thereto other than stock options issued
to employees and consultants.”

    


    3. In the
event of any conflict between the provision of this Addendum and the provisions
of the Securities Purchase Agreement, the provisions of this Addendum shall
control.  Otherwise, the provisions of the Subscription Agreement
shall remain in full force and effect.

    


                COMPANY:

    


                GEORGE FOREMAN
ENTERPRISES, INC.

    


    


                By:______________________________________                                                                

                Name:

                Title:

    


                BUYER:

    


                If an
entity:

    


                Print Name of
Entity:

    


    


    


                By:_____________________________________                                                                

                Name:

                Title:    

    


                If an
individual:

    


                Print
Name:                                                                

    


                Signature: