Amendment No. 1 to Securities Purchase Agreement between Stronghold Technologies, Inc. and Buyers

Summary

This amendment updates the Securities Purchase Agreement originally signed on June 18, 2004, between Stronghold Technologies, Inc. and several investment entities. The amendment changes the funding schedule, requiring the Buyers to provide $350,000 immediately, with the remaining $650,000 to be funded as previously agreed. All other terms of the original agreement remain unchanged.

EX-4.39 28 v014910_ex4-39.txt AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT This Amendment No. 1 to Securities Purchase Agreement, dated as of October 22, 2004, shall serve to amend the Securities Purchase Agreement (the "Agreement"), dated as of June 18, 2004, by and among Stronghold Technologies, Inc., a Nevada corporation, with its headquarters located at 106 Allen Road, Basking Ridge, New Jersey 07920, and each of the Buyers set forth in the Agreement. 1. The undersigned parties hereby agree to amend Section 4(l) of the Agreement to provide that the Buyers will fund $350,000 of the subsequent investment referred to in that section on the date hereof, with the remaining $650,000 to be funded as provided in the Agreement. 2. All other provisions of the Agreement shall remain in full force and effect. [Signature Page Follows] ACCEPTED AND AGREED: STRONGHOLD TECHNOLOGIES, INC. By: ------------------------------------- Christopher J. Carey President and Chief Executive Officer AJW PARTNERS, LLC By: SMS Group, LLC By: ------------------------------------- Corey S. Ribotsky Manager AJW OFFSHORE, LTD. By: First Street Manager II, LLC By: ------------------------------------- Corey S. Ribotsky Manager AJW QUALIFIED PARTNERS, LLC By: AJW Manager, LLC By: ------------------------------------- Corey S. Ribotsky Manager NEW MILLENNIUM CAPITAL PARTNERS II, LLC By: First Street Manager II, LLC By: ------------------------------------- Corey S. Ribotsky Manager