Exhibit 10.9


 


AMENDMENT NO. 1 TO STOCK
AND WARRANT PURCHASE AGREEMENT


AND TO NOTE PURCHASE AGREEMENT


 


AMENDMENT NO.1, dated as of October 24,
2005 (this “Amendment”), to (i) the Preferred Stock and Warrant
Purchase Agreement dated as of September 16, 2005 (the “Stock Purchase
Agreement”), by and among GenuTec Business Solutions, Inc., a Montana
corporation (the “Company”), Technology Investment Capital Corp., a
Maryland corporation (“TICC”), and Seaview Mezzanine Fund LP, a Delaware
limited partnership (“Seaview”; TICC and Seaview, together with their
respective successors, assigns and transferees, are sometimes referred to
herein collectively as the “Purchasers”), and (ii) the Note
Purchase Agreement dated as of September 16, 2005, among the Company,
TICC, as Collateral Agent, and the Purchasers (the “Note Purchase Agreement”).


 


R
E  C  I  T  A  L  S


 


A.                                   Pursuant to the
Stock Purchase Agreement, the Purchasers agreed to purchase, subject to the
satisfaction of certain conditions, certain shares of Series A Exchangeable
Preferred Stock of the Company (collectively, the “Shares”) and warrants
to purchase Class A voting common stock of the Company. Pursuant to the
Notes Purchase Agreement, each of the Purchasers has been granted an option to
exchange the Shares held by it for Senior Secured Notes Due 2010 of the
Company.


 


B.                                     Section 9.10
of each of the Stock Purchase Agreement and the Note Purchase Agreement
requires the company to file with the SEC, on or prior to October 16,
2005, either (i) a registration statement on Form 10-SB under the
Exchange Act with respect tot he Company Common Stock or (ii) a
registration statement on Form SB-2 under the Securities Act (either such
registration statement, the “Registration Statement”).


 


C.                                     The Company has
requested that the Stock Purchase Agreement and the Note Purchase Agreement be
amended to permit the Company to file the Registration Statement on or prior to
December, 15, 2005, and the Majority Purchasers have agreed to such amendment.


 


NOW, THEREFORE, in consideration of the terms
and conditions contained herein and of other good and valuable consideration
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


 


1.                                       Amendment to Section 9.10
of the Stock Purchase Agreement and the Note Purchase Agreement. The first
sentence of Section 9.10 of each of the Stock Purchase Agreement and the
Note Purchase Agreement is hereby amended to read, in full, as follows:


 


“On prior to December 15,
2005, the Company will file with the SEC either (i) a registration
statement of Form 10-SB under the Exchange Act with respect to the Company
Common Stock or (ii) a registration statement on Form SB-2 under the


 

















 


Securities Act (either such registration
statement, as filed and as from time to time amended, the “Registration
Statement”).”


 


2.                                       Amendment to Section 12.1(c) of
the Stock Purchase Agreement and the Note Purchase Agreement. Section 12.1(c) of
each of the Stock Purchase Agreement and the Note Purchase Agreement is hereby
amended to read, in full, as follows:


 


“(c)                            the
Company shall default in the performance or observance of any of the covenants,
agreements or conditions contained in Section 7(a), Section 7(b), Section 7(c),
Section 7(h), Section 7(i), Section 9.2(a), Section 9.6, Section 9.7,
Section 9.8, Section 9.10, Section 10 and Section 11 of
this Agreement;”


 


3.                                       Effect of
Amendment. It is hereby agreed that, except as specifically provided
herein, this Amendment does not in any way affect or impair the terms,
conditions and other provisions of the Stock Purchase Agreement or the Note
Purchase Agreement, or the obligations of the Company under either thereof, and
all terms, conditions and other provisions of the Stock Purchase Agreement and
the Note Purchase Agreement shall remain in full force and effect except to the
extent specifically amended, modified or waived pursuant to the provisions of
this Amendment.


 


4.                                       Counterparts.
The Amendment may be executed in any number of counterparts, each of which
shall be deemed an original, and all of which taken together shall be deemed to
constitute one and the same instrument.


 


5.                                       Governing Law.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.


 


[Signatures on next page]


 


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INWITNESS WHEREOF, the parties hereto have
executed this Amendment as of the day and year first written above.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  GENUTEC BUSINESS SOLUTIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lee Danna

  	
   

  
	
   

  	
   

  	
  Name: Lee Danna

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
  PURCHASERS:

  
	
   

  	
   

  
	
   

  	
  TECHNOLOGY INVESTMENT CAPITAL

  CORP., as Purchaser and (with respect to the Note

  Purchase Agreement) Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Saul B. Rosenthal

  	
   

  
	
   

  	
   

  	
  Name: Saul B. Rosenthal

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SEAVIEW MEZZANINE FUND LP, as Purchaser

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Seaview GP, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Montoya

  	
   

  
	
   

  	
   

  	
  Name: David Montoya

  
	
   

  	
   

  	
  Title: Member

  



 


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