Unassociated Document


    EXHIBIT
      10.2

     

    

      FIRST
        AMENDMENT TO SECURITIES PURCHASE AGREEMENT

       

      This
        FIRST
        AMENDMENT TO SECURITIES PURCHASE AGREEMENT
        (the
“Amendment”),
        effective as of November __, 2007 (the “Effective
        Date”),
        is by
        and among Customer Acquisition Network Holdings, Inc., a Delaware corporation
        (the “Company”),
        Longview Marquis Master Fund, L.P., a British Virgin Islands limited partnership
        and Alpha Capital Anstalt, a Liechtenstein corporation (each, a “Buyer”
and,
        collectively, the “Buyers”).
        Capitalized terms used in this Amendment but not defined herein have the
        meaning
        set forth in the SPA (as defined below).

       

      WHEREAS,
        the
        Company and the Buyers entered into that certain Securities Purchase Agreement
        (the “SPA”),
        dated
        as of November 15, 2007, in which the Company has agreed to sell the Notes
        to
        each of the Buyers;

       

      WHEREAS,
        pursuant to the terms of this Amendment, the Company and the Buyers desire
        to
        amend the SPA provisions related to the Company’s deposit accounts;

       

      NOW,
        THEREFORE,
        in
        consideration of the premises and the mutual covenants contained herein and
        in
        the SPA, and for other good and valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged, each of the parties hereto,
        intending to be legally bound, hereby agrees as follows:

       

      1. Amendments
        to SPA.

       

      (a) Section
        4(h) of the SPA is hereby amended to add the following at the end thereof
        (immediately prior to the period):

       

      “and
        for
        all costs, fees and expenses that the Collateral Agent or any Buyer pays
        to
        Wachovia Bank, National Association (‘Wachovia’) pursuant to that certain
        Account Control Agreement to be entered into by Customer Acquisition Network,
        Inc., the Collateral Agent and Wachovia, as depositary bank” 

       

      (b) Section
        4(v) of the SPA is hereby amended and restated to read in its entirety as
        follows:

       

      “v. The
        Company shall transfer all funds on deposit in each Excluded Account on a
        daily
        basis to one or more deposit account(s) that are subject to an Account Control
        Agreement to which the Collateral Agent is a party and which is in form and
        substance satisfactory to the Collateral Agent; provided, however, that the
        Company may hold (i) not more than $194,000 in the account described in clause
        (i) of the definition of the term Excluded Account at any time during the
        period
        commencing on the Closing Date and ending on the forty-fifth (45th) day after
        the Closing Date, (ii) not more than $303,326 in the account described in
        clause
        (ii) of the definition of the term Excluded Account at any time during the
        period commencing on the Closing Date and ending on the forty-fifth (45th)
        day
        after the Closing Date, and (iii) not more than $100 in the account described
        in
        clause (iii) of the definition of Excluded Account (the “Savings Account”) at
        any time during the period commencing on the Closing Date and ending on the
        tenth (10th) day after the Closing Date. The Company shall deliver, or cause
        to
        be delivered, to the Collateral Agent on or prior to the forty-fifth (45th)
        day
        after the Closing Date evidence of the closing of the Excluded Accounts
        described in clauses (i) and (ii) above, in form and substance satisfactory
        to
        the Collateral Agent, and transfer all funds on deposit in such Excluded
        Accounts to one or more deposit account(s) that are subject to an Account
        Control Agreement to which the Collateral Agent is a party and which is in
        form
        and substance satisfactory to the Collateral Agent. The Company shall deliver,
        or cause to be delivered, to the Collateral Agent (as defined in the Security
        Agreement) on or prior to the tenth (10th) day after the Closing Date evidence
        of the closing of the Savings Account, in form and substance satisfactory
        to the
        Collateral Agent, and transfer all funds on deposit in the Savings Account
        to
        one or more deposit account(s) that are subject to an Account Control Agreement
        to which the Collateral Agent is a party and which is in form and substance
        satisfactory to the Collateral Agent. Following the closing the Excluded
        Accounts, no funds of the Company or any of its Subsidiaries shall be held
        in
        any accounts other than accounts that are not Excluded Accounts and that
        are
        covered by Account Control Agreements”

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (c) Section
        4(w) of the SPA is hereby amended and restated to read in its entirety as
        follows:

       

      “w. The
        Company shall not direct any customer, client or remitter of funds to the
        Company to remit payments to any Excluded Account after the Closing
        Date.”

       

      (d) Section
        4(x) of the SPA is hereby amended and restated to read in its entirety as
        follows:

       

      “x. The
        Company shall irrevocably direct, and use its reasonable best efforts to
        cause,
        every customer, client or remitter of the Company or any of the Subsidiaries
        as
        of the Closing Date to thereafter pay all amounts payable by such customer,
        client or remitter to a deposit account of the Company or such Subsidiary
        which
        is not an Excluded Account and shall require that every Person that becomes
        a
        customer, client or remitter of the Company or any of the Subsidiaries after
        the
        Closing Date to pay, at all times, all amounts payable by such customer,
        client
        or remitter of the Company or such Subsidiary to a deposit account of the
        Company or such Subsidiary which is not an Excluded Account.”

       

      (e) Section
        8(o) of the SPA is hereby amended and restated to read in its entirety as
        follows:

       

      “o. The
        Company shall have delivered, or have caused to be delivered, to the Collateral
        Agent Account Control Agreements with respect to all deposit accounts (other
        than the Excluded Accounts) of the Company and its Active Subsidiaries, executed
        by the Company and/or its Subsidiaries, as applicable, and the applicable
        financial institutions.”

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      (f) Section
        8(p) of the SPA is hereby amended and restated to read in its entirety as
        follows:

       

      “p. The
        Company shall have transferred all funds on deposit in the Excluded Accounts
        to
        one or more deposit account(s) that are subject to an Account Control Agreement;
        provided,
        however,
        that,
        on the Closing Date, the Company may hold (i) not more than $194,000 in the
        account described in clause (i) of the definition of the term Excluded Account,
        (ii) not more than $303,326 in the account described in clause (ii) of the
        definition of the term Excluded Account, and (iii) not more than $100 in
        the
        Savings Account.”

       

      (g) Section
        8(q) of the SPA is hereby deleted in its entirety.

       

      (h) The
        definition of “Excluded Account” in the Appendix to the SPA is hereby amended
        and restated to read in its entirety as follows:

       

      “’Excluded
        Accounts’ means (i) account number 009484493016 in the name of Desktop
        Interactive, Inc. maintained at Bank of America, N.A., (ii) account number
        229009782401 in the name of Desktop Acquisition Sub, Inc. maintained at Bank
        of
        America, N.A., and (iii) account number 004433333900 in the name of Desktop
        Acquisition Sub, Inc. maintained at Bank of America, N.A.”

       

      2. Ratification
        and Confirmation of SPA.
        The
        Company hereby adopts, ratifies and confirms the SPA, as amended hereby,
        and
        acknowledges and agrees that the SPA, as amended hereby, is and remains in
        full
        force and effect. The execution, delivery and effectiveness of this Amendment
        shall not operate as a waiver of any right, power or remedy of any Buyer
        under
        the SPA or the other Transaction Documents, nor constitute an amendment or
        waiver of any other provision of the Transaction Documents. All references
        to
        the SPA (including any term used to mean the SPA) in any of the Transaction
        Documents or in any other document, instrument, agreement or writing shall
        hereafter be deemed to refer to the SPA as modified by this
        Amendment.

       

      3. Governing
        Law.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Amendment shall be governed by the internal laws of the State of
        New
        York, without giving effect to any choice of law or conflict of law provision
        or
        rule (whether of the State of New York or any other jurisdiction) that would
        cause the application of the laws of any jurisdiction other than the State
        of
        New York. 

       

      4. Entire
        Agreement.
        The
        SPA, as amended by this Amendment, and the other Transaction Documents supersede
        all other prior oral or written agreements between each Buyer, the Company,
        their affiliates and persons acting on their behalf with respect to the matters
        discussed herein.

       

      5. Section
        Headings.
        The
        section headings herein are for convenience of reference only, and shall
        not
        affect in any way the interpretation of any of the provisions
        hereof.

       

      
        
          
          

        

        
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      6. Counterparts.
        This
        Amendment may be executed and delivered in one or more counterparts, and
        by the
        different parties hereto in separate counterparts, each of which when executed
        shall be deemed to be an original, but all of which taken together shall
        constitute one and the same agreement, and shall become effective when
        counterparts have been signed by each party hereto and delivered to the other
        parties hereto, it being understood that all parties need not sign the same
        counterpart. In the event that any signature to this Amendment is delivered
        by
        facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
        signature shall create a valid and binding obligation of the party executing
        (or
        on whose behalf such signature is executed) with the same force and effect
        as if
        such facsimile or “.pdf” signature page were an original thereof. No party
        hereto shall raise the use of a facsimile machine or e-mail delivery of a
“.pdf”
format data file to deliver a signature to this Amendment or the fact that
        such
        signature was transmitted or communicated through the use of a facsimile
        machine
        or e-mail delivery of a “.pdf” format data file as a defense to the formation or
        enforceability of a contract, and each party hereto forever waives any such
        defense.

       

      7. Successors.
        This
        Amendment shall be binding upon and inure to the benefit of the parties and
        their respective successors and assigns, including any purchasers of the
        Securities.

       

      [SIGNATURES
        BEGIN ON NEXT PAGE]

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF,
        the
        Company and the Buyers have executed this Amendment as of the Effective
        Date.

       

      
        	 	 	 
	 	 
	 	COMPANY:
	 	 
	 	CUSTOMER ACQUISITION NETWORK
                HOLDINGS,
                INC.
	 
 	 
 	 
 
	 	By:  	/s/ Bruce Kreindel
	 	Name:  	
                
Bruce
                Kreindel
	 	Title: 	
                
CFO
	 	 	
                
 
	 	
              
	 	 


      

      
         

        
          
            Signature
              Page to First Amendment to Securities Purchase Agreement

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
         

        
          	 	 	 
	 	BUYERS:
	 	 
	 	
                  LONGVIEW
                    MARQUIS MASTER FUND, L.P.,

                  a
                    British Virgin Islands limited partnership

                  By: Viking
                    Asset Management, LLC

                  Its: Investment
                    Advisor

                
	 
 	 
 	 
 
	 	By:  	
                  /s/
                    S. Michael Rudolph

                
	 	Name:  	
                  
 S.
                  Michael Rudolph
	 	Title: 	
                  
 CFO 
	 	 	
                  
 
	 	
                
	 	 


        

         

      

      
        
          
            Signature
              Page to First Amendment to Securities Purchase Agreement

          

          
            
            

            
              

            

          

          
            
            

          

           

        

      

      
        
          	 	 	 
	 	ALPHA
                  CAPITAL ANSTALT,
                  a
                  Liechtenstein corporation
	 
 	 
 	 
 
	 	By:  	/s/ Konrad Ackerman
	 	Name:  	
                  
Konrad
                  Ackerman
	 	Title: 	Director
	 	 	
                
	 	
                
	 	 


        

      

       

      
        
          Signature
            Page to First Amendment to Securities Purchase Agreement