iDial Networks, Inc.
00000 Xxxx Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
June 23, 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 Debentures
Ladies and Gentlemen:
This letter sets forth the agreement of the parties hereto to amend certain
debentures which are convertible into shares of the Company's common stock, par
value $.001 per share (the "Common Stock"), originally issued by the Company to
the investors listed on the signature page hereto (collectively, the
"Investors") on February 6, 2003, February 21, 2003 and May 9, 2003
(collectively, the "Debentures").
By execution hereof, for good and valuable consideration, the receipt and
sufficiency of is hereby acknowledged, the parties hereto agree that:
1. The Applicable Percentage (as defined in Section 1.2(a) of each of the
Debentures) is hereby amended to be 40.0%.
2. All other provisions of the Debentures 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 Debentures.
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
