CONSENT TO TRANSFER OF TERM LOANS June 22, 2006
CONSENT
TO
TRANSFER
OF TERM LOANS
June
22,
2006
Reference
is made to that certain Amended Loan and Security Agreement by and among Petals
Decorative Accents LLC (“Petals”), Southshore Capital Fund, Ltd. (“Southshore”)
and Southridge Partners, LP (“Southridge”), dated January 3, 2005, as amended on
November 30, 2005 (the “Amended Loan Agreement”). Capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed to such terms
in the Amended Loan Agreement.
Petals
desires to enter into a Contribution Agreement with Immunotechnology Corp.
Inc.
(“Immuno”), whereby Petals shall assign all its assets and delegate certain of
its obligations, including the Term Loans extended to Petals in connection
with
the Amended Loan Agreement, to Immuno and Immuno shall assume such assets and
obligations in exchange for the issuance of ninety five percent (95%) of the
shares of common stock of Immuno to Petals (the “Contribution”). It is intended
that such transaction qualify as a tax free contribution of assets pursuant
to
Section 351 of the Internal Revenue Code.
Petals
hereby requests that Southridge and Southshore consent to, and by their
signature below they hereby do consent to, the transfer of the Term Loans as
part of the Contribution. Notwithstanding the above, each of Southridge and
Southshore expressly reserves all rights under the Term Loans associated with
the Amended Loan Agreement.
ACCEPTED
AND AGREED:
SOUTHRIDGE
PARTNERS LP
______________________________
SOUTHSHORE
CAPITAL FUND, LTD.
______________________________
