CAMELOT ENTERTAINMENT GROUP, INC. ALISO VIEJO, CA 92656
EXHIBIT
4.8
000
XXXXXX, XXXXX 000
XXXXX
XXXXX, XX 00000
July
31, 2008
AJW Partners,
LLC
New Millenium Capital
Partners II, LLC
AJW Offshore,
Ltd.
AJW Qualified Partners,
LLC
AJW Master Fund,
Ltd.
0000 Xxxxxxxx
Xxxxxxxxx
Xxxxx 000
Xxxxxx, Xxx Xxxx
00000
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Re:
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Camelot
Entertainment Group, Inc. (the "Company") -
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Ladies and
Gentlemen:
This letter sets forth the
agreement of the parties hereto to amend all of the Notes, which are convertible
into shares of the Company's common stock, par value $.001 per share, ever
issued by the Company to the investors listed in the signature pages hereto
(collectively, the "Investors")(the
"Notes").
By execution hereof, for
good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree that:
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1.
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The Interest Rate
(as defined in the Notes), effective as of January 1, 2008, shall be
10%.
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2.
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The Applicable
Percentage (as defined in the Notes) shall be
50%.
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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, and
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
Notes.
Please signify your
agreement with the foregoing by signing a copy of this letter where indicated
and returning it to the undersigned.
| Sincerely, | |||
| CAMELOT ENTERTAINMENT GROUP, INC. | |||
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By:
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/s/ Xxxxxx X. Xxxxxx | |
| Xxxxxx X. Xxxxxx | |||
| Chief Executive Officer | |||
1
ACCEPTED
AND AGREED:
AJW
PARTNERS, LLC.
By: SMS GROUP,
LLC
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/s/
Xxxxx X. Xxxxxxxx
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Xxxxx
X. Xxxxxxxx, Manager
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NEW
MILLENIUM CAPITAL PARTNERS II, LLC
By: FIRST STREET MANAGER
II, LLC.
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/s/
Xxxxx X. Xxxxxxxx
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Xxxxx
X. Xxxxxxxx
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AJW
OFFSHORE, LTD.
By: FIRST STREET MANAGER
II, LLC.
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/s/
Xxxxx X. Xxxxxxxx
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Xxxxx
X. Xxxxxxxx
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AJW
QUALIFIED PARTNERS, LLC
By: AJW MANAGER,
LLC
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/s/
Xxxxx X. Xxxxxxxx
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|||
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Xxxxx
X. Xxxxxxxx
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AJW
MASTER FUND LTD.
By: FIRST STREET MANAGER
II, LLC.
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/s/
Xxxxx X. Xxxxxxxx
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|||
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Xxxxx
X. Xxxxxxxx
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