Exhibit10.1 [Letterheadof NPDC]

 

[Letterhead of NPDC]

                                    August 11, 2008

The Gabelli Small Cap Growth Fund

The Gabelli Equity Income Fund

The Gabelli ABC Fund

The Gabelli Convertible and Income Securities Fund Inc.

One Corporate Center

Rye, New York 10580

Re:

Amendment to National Patent Development Corporation Warrant Certificates

Ladies and Gentlemen:

Reference is made to the Warrant Certificates (the “Warrants”) to purchase, in the aggregate, 1,423,886 shares of Common Stock (“Shares”) of National Patent Development Corporation (“NPDC”), dated as of December 3, 2004, issued by NPDC to The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, and The Gabelli Convertible and Income Securities Fund Inc., respectively (collectively, the “Warrantholders”).

By the terms of the Warrants, the Exercise Price of the Warrants, as defined therein, is $3.57 per Share, and the Expiration Date of the Warrants, as defined therein, is August 14, 2008.  For good and valuable consideration each of the Warrants is hereby amended as follows:

1.           The Expiration Date, as defined in the Warrant, is hereby extended to August 15, 2008, 5:00 p.m. Eastern Time.

2.           The Exercise Price, as defined in the Warrant, is hereby reduced to $2.50 per Share.

3.           With the exception of the foregoing amendments, all other terms of the Warrant remain in full force and effect.

 

By countersigning this letter where indicated below and returning a signed copy to NPDC, each of the Warrantholders agrees to, and accepts, the terms of this letter.

 

Confirmed and agreed to this

11th day of August, 2008:

GABELLI FUNDS, LLC for:
THE GABELLI SMALL CAP GROWTH FUND
By:	/s/ Agnes Mullady
	Agnes Mullady
	Treasurer