ADVANCE AGREEMENT
Exhibit 10.1
This Advance Agreement, dated as of May 31, 2007, shall serve to amend the Securities Purchase Agreement (the “Agreement”), dated as of August 8, 2006, by and among Protocall Technologies Inc., a Nevada corporation, with its headquarters located at 00 Xxxx Xxxxx, Xxxxxxx, XX 00000, 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 $500,000 of the subsequent investment referred to in that section on the date hereof, with the remaining $200,000 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:
By: /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
Chief Executive Officer
AJW PARTNERS, LLC
By: SMS Group, LLC
By: /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Manager
AJW OFFSHORE, LTD.
By: First Street Manager II, LLC
By: /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW Manager, LLC
By: /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: First Street Manager II, LLC
By: /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Manager
2