EXHIBIT 4.5
DLCCAPITAL GROUP, LLC
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4400 Route 0 Xxxxx, Xxxxx 0000, Xxxxxxxx, XX 00000
October 27th, 2005
Xxxx Xxxxxxx
World Golf League, Inc.
0000 Xxxx Xxxxx Xxxx 000
Xxxxxxxx, XX 00000
Dear Xxxx,
We hereby propose to amend the terms of the Securities Purchase Agreement,
Convertible Debenture, Warrant Agreement and Registration Rights Agreement,
dated as of October 13, 2005, to change the number of warrants issuable pursuant
to the Warrant Agreement from 500 million to 200 million. In addition, we
propose to amend the exercise price of the warrants from "the lesser of (i)
$0.25, or (ii) 70% of the average of the 5 lowest Volume Weighted Average Prices
during the 20 Trading Days prior to exercise date" to "$0.0015."
If this proposed amendment to the terms of the Offering is acceptable to
you, please execute below.
Very truly yours,
DLC CAPITAL GROUP, LLC
By: /s/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx, Chief Executive Officer
Agreed to and Accepted:
WORLD GOLF LEAGUE, INC.
By: /s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx, President
Dated: October 27, 2005
