EX-1.2
from POS AM
1 page
Exhibit 1.2 Form of Amendment to Underwriting Agreement 900,000 Shares of Series a Preferred Stock Dated: [Effective Date of Post-Effective Amendment #2] Civilian Capital, Inc. as the Underwriter Named Herein 14 N. Peoria St., Ste. 7c Chicago, Il 60607 Dear Sirs: The Undersigned, Billy Dead, Inc., a Delaware Corporation, (Herein Called the "Company"), Hereby Confirms the Following Amendment to Its Agreement Dated November 12, 2003 (The "Agreement") Entered Into With Civilian Capital, Inc. (The "Underwriter") as Follows: On the Basis of the Representations and Warranties Contained in the Agreement, and Subject to the Terms and Conditions Set Forth in the Agreement, the Company Hereby Agrees That the Shares Must Be Sold by 5 Pm, New York Time, by the Date That Is 90 Days From the Effective Date of the Post-Effective Amendment #2, Which Date May Be Extended an Additional 90 Days by Mutual Consent of the Underwriter and the Company (The "Offering Period"). if the Foregoing Correctly Sets Forth the Understanding Between the Company and the Underwriter, Please So Indicate in the Space Provided Below for That Purpose, Whereupon This Letter Shall Constitute a Binding Agreement Between the Company and the Underwriter. Very Truly Yours, Billy Dead, Inc. By: Peter S. Fuhrman, Chief Executive Officer Accepted as of , 2004: Civilian Capital, Inc. By: Peter S. McDonnell, Chief Executive Officer II-23
12/34/56
