Exhibit 10.7
[LOGO] ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇ o Fax: (▇▇▇) ▇▇▇-▇▇▇▇
October 31, 2000
CALP II Limited Partnership
C/o Thomson Kernaghan & Co., Ltd.
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Re: Second Amendment to Equity Line of Credit Agreement, dated as of June
14, 2000 (the "Equity Line") by and between ▇▇▇▇▇▇▇▇.▇▇▇ Inc.
("JagNotes") and CALP II Limited Partnership ("CALP II'), as amended
(the "Second Amendment")
Dear ▇▇▇▇:
As discussed, the following sets forth our understanding regarding the Second
Amendment to the Equity Line. If not otherwise defined, capitalized terms used
in this Second Amendment have the meanings ascribed to them in the Equity Line.
First, our right to put shares of JagNotes common stock (`Shares") to CALP II in
accordance with the terms of Equity Line will be tolled until January 1, 2001
(the "Reinstatement Date"), provided that CALP II is not in default of any of
its other funding obligations to JagNotes.
Immediately after the Reinstatement Date, JagNotes may once again put Shares to
CALP II by delivering Advance Notices in accordance with the terms of the Equity
Line, except that, notwithstanding any limitation imposed by the Maximum Advance
Amount, we may request an Advance of any amount up to and including $400,000
(instead of $350,000), net of the ten percent (10%) commission payable to
Thomson Kernaghan & Co., Ltd. and The May ▇▇▇▇▇ Group, Inc. with respect to each
Advance Notice delivered to CALP II.
Except as set forth above, the Equity Line shall remain unchanged and in full
force and effect.
CALP II Limited Partnership
October 31, 2000
Page -2-
If the above accurately sets forth our understanding, please indicate your
agreement and acceptance by signing in the space provided below.
Sincerely yours,
▇▇▇▇▇▇▇▇.▇▇▇ INC. AGREED AND ACCEPTED
CALP II LIMITED PARTNERSHIP
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------- -----------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Tile: President & CEO Title: President
Date:
