Cornell Capital Partners, LP
Exhibit
1
Cornell
Capital Partners, LP
000
Xxxxxx Xxxxxx, Xxxxx 0000
Jersey
City, NJ 07302
October
24, 2006
Nile
House
Nile
Street
Brighton
BN1 1HW
Attention:
Xxxxxxx X. Xxxxxx, CEO
Dear
Xx.
Xxxxxx:
This
letter sets forth the understanding between Futuremedia PLC (the “Company”)
and
Cornell Capital Partners, LP (“Cornell”)
in
connection with certain outstanding obligations of the Company pursuant to
various secured convertible notes (the “Notes”)
issued
to Cornell. The Company has indicated to Cornell that it desires to obtain
future alternative financing, subject to, and consistent with, all of Cornell’s
rights under the existing Notes and related agreements, and use proceeds of
any
such financings to repay part of the Notes. In connection therewith, the Company
and Cornell agree that Cornell shall have the right to compel the Company to
apply the first $2,000,000 of net proceeds received by the Company through
any
new financing transaction (including any loans (other than retail bank
overdrafts), stock offerings, options, or warrant issuances) closed within
six
months of the date (regardless of the date that funds may actually be received
by the Company if they are received later than six months through installment
payments, exercise of options or warrants, or otherwise) hereof toward the
repayment of amounts outstanding under the Notes (including principal and
accrued interest).
Cornell
shall waive any redemption premiums which may apply to the repayments specified
above if they are made in accordance with this letter, but such waiver shall
not
effect Cornell’s rights to collect any applicable redemption premiums on other
payments.
Except
as
expressly set forth above, all of the terms and conditions of the Notes and
all
agreements between the Company and Cornell shall continue in full force and
effect, and shall not be in any way changed, modified or superseded. This
agreement shall in no way be construed as written consent of Cornell for any
specific issuance or financing transaction conducted by the Company which would
require the consent of Cornell. The Company acknowledges and confirms that
a
breach by the Company of its agreements under this agreement shall constitute
and event of default on all other agreements between the Company and Cornell.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
Please
indicate your agreement to the foregoing by signing below where indicated.
| Sincerely, | ||
| Cornell Capital Partners, LP | ||
| By: Yorkville Advisors, LLC | ||
| Its: General Partner | ||
| By: |
/s/
Xxxx Xxxxxx
|
|
| Name: Xxxx Xxxxxx | ||
| Its: President and Portfolio Manager | ||
Acknowledged
and Agreed
on
October 24, 2006:
By:
/s/
Xxxxxxx X. Xxxxxx
Name:
Xxxxxxx
X. Xxxxxx
Title: Chief
Executive Officer
