PACIFICAP ENTERTAINMENT HOLDINGS, INC. 12268 Via Latina Del Mar, CA 92914
Exhibit
4.91
PACIFICAP
ENTERTAINMENT HOLDINGS, INC.
00000
Xxx Xxxxxx
Xxx
Xxx, XX 00000
January
23, 2006
AJW
Partners, LLC
New
Millennium Capital Partners II, LLC
AJW
Offshore, Ltd.
AJW
Qualified Partners, LLC
0000
Xxxxxxxx Xxxxxxxxx
Xxxxx
000
Xxxxxx,
Xxx Xxxx 00000
Re: Pacificap
Entertainment Holdings, Inc. (the “Company”) -
Ladies
and Gentlemen:
This
letter sets forth the agreement of the parties hereto to amend the conversion
price of all outstanding notes, which are convertible into shares of
the
Company’s common stock, par value $.001 per share (the “Common
Stock”),
originally issued by the Company to the investors listed in the signature
pages
hereto dated June 10, 2004, July 13, 2004, July 20, 2004, December 17,
2004,
June 1, 2005, July 1, 2005, August 1, 2005, September 1, 2005 and September
19,
2005 (collectively, the “Investors”)
(individually, the “Note”).
By
execution hereof, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree
that:
| 1. |
The
Applicable Percentage (as defined in each of the Debt Instruments)
shall
be 30%.
|
| 2. |
The
Notes are hereby amended in accordance with the foregoing
provision. All
other provisions of the Notes, as amended from time to time,
shall remain
in full force and effect.
|
The
parties shall do and perform, or cause to be done and performed, all
such
further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other parties
hereto
may reasonably request in order to carry out the intent an accomplish
the
purposes of this letter agreement, including without limitation the issuance
of
amended Notes.
Please
signify your agreement with the foregoing by signing a copy of this letter
where
indicated and returning it to the undersigned.
Sincerely,
PACIFICAP
ENTERTAINMENT HOLDINGS, INC.
/s/
XXXXXX XXXXXX
Xxxxxx
Xxxxxx
President
ACCEPTED
AND AGREED:
AJW
PARTNERS, LLC.
By:
SMS
GROUP, LLC
/s/
XXXXX X. RIBOTKSY
Xxxxx
X.
Xxxxxxxx, Manager
NEW
MILLENNIUM CAPITAL PARTNERS II, LLC
By:
FIRST
STREET MANAGER II, LLC,
/s/
XXXXX X. RIBOTKSY
Xxxxx
X.
Xxxxxxxx, Manager
AJW
OFFSHORE, LTD.
By:
FIRST
STREET MANAGER II, LLC
/s/
XXXXX X. RIBOTKSY
Xxxxx
X.
Xxxxxxxx, Manager
AJW
QUALIFIED PARTNERS, LLC
By:
AJW
MANAGER, LLC
/s/
XXXXX X. RIBOTKSY
Xxxxx
X.
Xxxxxxxx, Manager
