EXHIBIT 4.1
November 11, 2005
Xx. Xxxx Xxxxxxxx
Chief Executive Officer
Velocity Asset Management, Inc
0000 Xxxxx 000 Xxxx
Xxxx, XX 00000
Re: Amendment No. 1 to Business Advisory Agreement
Dear Xxxx:
This letter amendment (the "Amendment") hereby amends the agreement ("Business
Advisory Agreement") dated September 1, 2005 relating to the business advisory
fees payable to Lomond International, Inc. ("LI"), a North Carolina corporation,
by Velocity Asset Management, Inc ("Company"), a Delaware corporation, for LI's
"best efforts, non-exclusive" business advisory services for a 12 month period.
Now, therefore, in consideration of the mutual promises and covenants
made herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto the parties
hereto hereby agree to amend the contract as follows:
1. The first paragraph of Section 3 of the Business Advisory
Agreement is hereby deleted.
2. As an inducement to enter into this Amendment, the Company
hereby agrees to pay LI a fee of $25,000.00 due and payable
upon the execution of this Amendment.
3. The term "Transaction" for the purposes of the Business
Advisory Agreement, as amended herein, shall not include any
debt or equity investment or financing of any kind.
4. The effective date of the Amendment is retroactive to
September 1, 2005.
5. This Amendment is limited as specified and shall not
constitute a modification, amendment or waiver of any other
provision of the Business Advisory Agreement. Except as
specifically amended by this Amendment, the Business Advisory
Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
Very truly yours,
/s/ XXXXXX X. XXXXXXXXXX
-----------------------------------------
Xxxxxx X. Xxxxxxxxxx
Managing Director
AGREED AND ACCEPTED:
VELOCITY ASSET MANAGEMENT, INC.
By: /s/ XXXX X. XXXXXXXX Dated: November 11, 2005
--------------------------------
Xxxx Xxxxxxxx
Chief Executive Officer