PACIFICAP ENTERTAINMENT HOLDINGS, INC. 12868 VIA LATINA DEL MAR, CALIFORNIA 92014
Exhibit
4.1
PACIFICAP
ENTERTAINMENT HOLDINGS, INC.
12868
XXX XXXXXX
XXX
XXX, XXXXXXXXXX 00000
July 31,
2008
AJW
Partners, LLC
New
Millennium Capital Partners II, LLC
AJW
Offshore, Ltd.
AJW
Qualified Partners, LLC
AJW
Master Fund, Ltd.
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 all of the Notes,
which are convertible into shares of the Company’s common stock, par value $.001
per share, 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
Interest Rate (as defined in the Notes), effective as of January 1, 2008,
shall be 12%.
|
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.
_______________________________
Xxxx Xxxxxxxxxx
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
AJW
MASTER FUND, LTD.
By: FIRST
STREET MANAGER II, LLC
______________________________
Xxxxx X.
Xxxxxxxx, Manager
