[American Pallet Letterhead]
July 14, 2005
Xx. Xxxxxxxx Xxxxxxx
Southridge Capital Management, LLC
00 Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Re: American Pallet
Dear Xxxxx:
Reference is made to our discussion on July 12, 2005, wherein we agreed
to modify our understanding of our obligation under the Registration Rights
Agreement, dated as of April 27, 2005 and your rights under that certain Note
dated as of April 27, 2005 (the "Note"), the Stock Pledge Agreement dated as of
April 27, 2005 (the "Pledge"), and the Limited Recourse Guarantee, dated as of
April 27, 2005 (the "Guarantee") (together the "Lending Documents"). In this
letter "we" or the "Company" shall refer to American Pallet Leasing, Inc., a
Delaware corporation and "you" or "your" shall refer to Brittany Capital
Management Limited, a Bahamian corporation.
In order to proceed expeditiously with the registration statement in
respect of the Private Equity Credit Agreement, dated as of April 27, 2005 (the
"Equity Line"), we have jointly agreed to register only the shares under the
Equity Line pursuant to the outstanding Registration Statement, File Number
333-125736, as filed on June 6, 2005. In addition, we have confirmed that in the
event that you are not repaid by the maturity date provided for in the Note,
that you will be entitled to move against the collateral provided for in the
Pledge and the Guarantee. In addition, in the event that the collateral is
insufficient to satisfy such obligation at maturity, the Guarantor, as that term
is defined in the Guarantee, agrees to provide you with additional collateral to
secure the obligation.
If the foregoing correctly states our understanding, kindly have an
authorized representative of Brittany Capital Management Limited execute where
provided below, wherein this letter agreement shall properly amend the
aforementioned documents as herein provided.
Very truly yours,
AMERICAN PALLET LEASING, INC.
By: /s/ Xxx Xxxxxxxxx
------------------------
Its: President
Acknowledged & Xxxxxx: Acknowledged & Xxxxxx:
By: /s/ Xxxxx X. Xxxxxx /s/ Xxx Xxxxxxxxx
------------------- -----------------
For Brittany Capital Management Limited As Guarantor
Xxxxx X. Xxxxxx
President
