exv10w1



 





EXHIBIT 10.1




AMENDMENT NO. 1 TO

REGISTRATION RIGHTS AGREEMENT




     This Amendment No. 1 to Registration Rights Agreement (this “Amendment”)
is made and entered into as of September 29, 2004 (the “Execution Date”), by
and among Digital Lifestyles Group, Inc., a Delaware corporation (the
“Company”), and the investors named on the signature pages hereto (each,
individually, an “Investor” and, collectively, the “Investors”), and Westech
Capital Corporation, as designee of Tejas Securities Group, Inc. (“Westech”).



     This Agreement amends that certain Registration Rights Agreement, dated as
of September 9, 2004 (the “Agreement”), by and between the Company, the
Investors, Westech and certain other investors named on the signature pages
thereto, pursuant to Section 9(a) of the Agreement, which provides that the
Agreement may not be amended, modified or supplemented, and waivers or consents
to or departures from the provisions hereof may not be given, unless the
Company has obtained the written consent of Holders of a majority in aggregate
principal [sic] amount of Registrable Securities. The Investors hold a
majority of the aggregate amount of Registrable Securities. Capitalized terms
used herein but not defined herein shall have the meanings set forth in the
Agreement.



     The parties hereby agree as follows:




	1.	 	Amendment of the Agreement.




     (a)      The definition of “Targeted Filing Date” in Section 1 of the Agreement
is hereby amended and restated in its entirety by the following:



     “The 28th day after the Execution Date.”



     (b)      The definition of “Effectiveness Target Date” in Section 1 of the
Agreement is hereby amended and restated in its entirety by the following:



     “The 74th day after the Execution Date; provided, however, that if the
Commission subjects the Shelf Registration Statement to a review and has
written comments that would require the filing of a pre-effective amendment
thereto with the Commission, then the Effectiveness Target Date shall be the
102nd day after the Execution Date.”




	2.	 	Miscellaneous.




     (a)      Except to the extent amended or supplemented by this Amendment, all
provisions of the Agreement shall remain in full force and effect and are
hereby confirmed in all respects, and the execution, delivery and effectiveness
of this Amendment shall not operate as a waiver or amendment of any provision
of the Agreement not expressly amended or supplemented by this Amendment.



     (b)      This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.



     (c)      The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.



 









 





     (d)      THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS BETWEEN RESIDENTS OF
DELAWARE WHOLLY EXECUTED AND WHOLLY PERFORMED THEREIN.



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     IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.

	 	 	 	 	 
	 	COMPANY:





DIGITAL LIFESTYLES GROUP, INC.

 	 
	 	By:  	/s/  Kent A. Savage
 	 
	 	 	Name:  	Kent A. Savage 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	WESTECH:





WESTECH CAPITAL CORPORATION,

as designee of Tejas Securities Group, Inc.

 	 
	 	By:  	/s/  Kurt J. Rechner
 	 
	 	 	Name:  	Kurt J. Rechner 	 
	 	 	Title:  	President and COO 	 
	 




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SIGNATURE PAGES OF INVESTORS TO FOLLOW]





SIGNATURE PAGE TO AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT









 





     IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.

	 	 	 	 	 
	 	INVESTOR:

 	 
	 	By:  	 
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





SIGNATURE PAGE TO AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT