April 9, 2001
Xx. Xxxxx X. XxXxxx
Executive Vice President
Global Capital Partners, Inc.
0000 Xxxxxxxx Xxxx Xxx. 0000
Xxxxxxxxx, X.X. 00000
Re: XxxxxXxxx.xxx
Dear Xxxxx:
This letter agreement amends and supercedes in its entirety that
certain letter agreement between Global Capital Partners, Inc. and XxxxxXxxx.xxx
dated March 7, 2001 relating to the conversion of MoneyZone's 6% Convertible
Debenture in the original principal amount of $2,500,000.
The outstanding principal amount plus accrued and unpaid interest of
the debenture at January 15, 2001 was $3,050,000, plus additional accrued and
unpaid interest through February 28, 2001 was $21,559, resulting in total
obligations under the debenture of $3,071,559. At March 1, 2001, Global Capital
owed XxxxxXxxx.xxx $600,000 for intercompany advances. Thus, the net amount due
by MoneyZone to Global Capital at the date of this agreement is $2,471,559.
Under the terms of the debenture, Global Capital, has the right to
convert the total outstanding amount due under the debenture into XxxxxXxxx.xxx
common stock at 80% of the average lowest three closing prices during the 30
days prior to conversion. The conversion price is $.25 per share entitling
Global Capital to 9,886,236 shares of MoneyZone common stock upon conversion.
In lieu of issuing Global Capital 9,886,236 shares of MoneyZone common
stock, MoneyZone and Global Capital have agreed that MoneyZone shall issue to
Global Capital 8,448,990 shares of MoneyZone common stock and 100,000 shares of
MoneyZone's Series A Preferred Stock (the terms of which are attached hereto as
Exhibit A).
If this letter accurately sets forth the terms of our agreement, please
sign below and return one original document to me.
Best regards,
Accepted and agreed upon by:
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxx X. XxXxxx
------------------------------ -----------------------------
Xxxxxxx X. Xxxxxx Xxxxx X. XxXxxx
President and CEO Executive Vice President
XxxxxXxxx.xxx Global Capital Partners, Inc.
Date: APRIL 9, 2001
