EXHIBIT 4.5
LETTER AGREEMENT
This Agreement is entered into between America's Shopping Mall, Inc., a
Nevada Corporation (formerly Advanced Medical Sciences, Inc.) and Initio, Inc.,
a Nevada Corporation.
WHEREAS, the parties hereto had heretofore entered into a certain Agreement
of Purchase and Sale dated May 21, 1999; and
WHEREAS, a difference of opinion regarding the interpretation of paragraph
3.1(i) of the Convertible Debenture concerning the initial conversion price of
therein has arisen;
NOW THEREFORE, the parties hereto do hereby agree as follows:
1) The conversion price shall be $5.50 per share (after giving effect to
the 1 for 30 exchange), provided, however, if on or before December
31, 1999 America's Shopping Mall shall repay to Initio $400,000 plus
interest accrued to the date of such payment, thereby reducing the
present indebtedness from $3,400,000 to $3,000,000, then, in that
event the initial conversion price shall be increased from $5.50 to
$6.00.
America's Shopping Mall, Inc.
/s/ Xxxxx Xxxxxxxxxxx
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By: Xxxxx Xxxxxxxxxxx,
President & C.E.O.
Initio, Inc.,
/s/ Xxxxxx Xxx
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By: Xxxxxx Xxx,
President & C.E.O.
Dated: July 22, 1999
Terms herein above confirmed
and agreed to:
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Xxx Xxxxxx
