Purchase Agreement/Amendment

EX-10.13 4 espi_ex1013.htm PURCHASE AGREEMENT/AMENDMENT espi_ex1013.htm

EXHIBIT 10.13

ESP RESOURCES, INC.

1255 Lions Club Road

Scott, LA 70583

November 18, 2010

Lincoln Park Capital Fund, LLC

440 North Wells, Suite 620

Chicago, IL 60654

Attention: Josh Scheinfeld/Jonathan Cope

Re: Purchase Agreement/Amendment

Gentlemen:

This letter agreement (the “Agreement”) documents our understanding regarding amending that certain Purchase Agreement dated September 16, 2010 (the “Purchase Agreement”) between Lincoln Park Capital Fund, LLC and ESP Resources, Inc. (the “Company”). This Agreement hereby amends the Purchase Agreement by deleting the following from Section 11(a) of the Purchase Agreement:

“By the Investor any time an Event of Default exists without any liability or payment to the Company. However, if”

The deleted portion above shall be replaced by:

“If”

All other terms and conditions of the Purchase Agreement shall remain in full force and effect. Please sign below acknowledging your acceptance to this Agreement.

	Sincerely yours,

	/s/ David Dugas
	David Dugas
	President

Acknowledged and agreed to as of the date written above:

LINCOLN PARK CAPITAL FUND, LLC

BY: LINCOLN PARK CAPITAL, LLC

BY: Rockledge Capital Corporation

/s/ Josh Scheinfeld
Josh Scheinfeld
President