EXHIBIT 4.51
iDial Networks, Inc.
00000 Xxxx Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
June 27, 2003
AJW Partners, LLC
New Millennium Capital Partners II, LLC
AJW Offshore, Ltd.
AJW Qualified Partners, LLC
0000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxxxx, Xxx Xxxx 00000
Re: iDial Networks, Inc. (the "Company") -
Amendment of Securities Purchase Agreement
Ladies and Gentlemen:
This letter sets forth the agreement of the parties hereto to amend
the Securities Purchase Agreement dated May 9, 2003 entered between the Company
and the investors listed on the signature page hereto (collectively, the
"Investors").
By execution hereof, for good and valuable consideration, the receipt
and sufficiency of is hereby acknowledged, the parties hereto agree that:
1. The Investors hereby waive the requirement to reserve shares of
common stock as set forth under Section 4(h) of the Securities
Purchase Agreement, until such time when the Company files a
Certificate of Incorporation, as amended, authorizing an increase
in the Company's authorized shares of common stock. The Company
shall use its best efforts to obtain, on or before August 27,
2003, such approvals of the Company's stockholders as may be
required to issue all of the shares of Common Stock issuable upon
conversion or exercise of, or otherwise with respect to, the
debentures and the warrants issued pursuant to the Securities
Purchase Agreement in accordance with Nevada law through an
increase in authorized capital (the "Stockholder Approval"). Upon
obtaining Stockholder Approval, the amount of shares to be
reserved shall be as set forth under Section 4(h) of the
Securities Purchase Agreement.
2. All other provisions of the Securities Purchase Agreement shall
remain in full force and effect.
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 and accomplish the
purposes of this letter agreement, including without limitation the issuance of
amended Securities Purchase Agreement.
AJW Partners, LLC
New Millennium Capital Partners II, LLC
AJW Offshore, Ltd.
AJW Qualified Partners, LLC
June 25, 2003
Page Two
Please signify your agreement with the foregoing by signing a copy of
this letter where indicated and returning it to the undersigned.
Sincerely,
IDIAL NETWORKS, INC.
--------------------------------
Xxxx X. Xxxx
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
