OPTIGENEX INC.
000
XXXXXXXXX XXXXXX, 0xx
XXXXX
XXX
XXXX, XX 00000
April
15,
2008
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: Optigenex
Inc. (the “Company”) -
Ladies
and Gentlemen:
This
letter sets forth the agreement of the parties hereto to amend the Applicable
Percentage (as defined in the Notes) of the Notes, which are convertible into
shares of the Company’s common stock, par value $.001 per share (the
“Common
Stock”),
ever
issued by the Company to the investors listed in the signature pages hereto
(collectively, the “Investors”)(
the
“Notes”).
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 the Notes) shall be
45%.
|
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, | ||
| |
|
|
|
Xxxxxx
Xxxxxx
Chief
Executive Officer
|
||
| ACCEPTED AND AGREED: | |||
| AJW
PARTNERS, LLC.
By:
SMS GROUP, LLC
|
|||
|
Xxxxx X. Xxxxxxxx, Manager |
|
NEW
MILLENNIUM CAPITAL PARTNERS II, LLC
By:
FIRST STREET MANAGER II, LLC,
|
|||
|
Xxxxx X. Xxxxxxxx, Manager |
|
AJW
OFFSHORE, LTD.
By:
FIRST STREET MANAGER II, LLC
|
|||
|
Xxxxx X. Xxxxxxxx, Manager |
|
AJW
QUALIFIED PARTNERS, LLC
By:
AJW MANAGER, LLC
|
|||
|
Xxxxx X. Xxxxxxxx, Manager |
