DATED 3 August 2006
DATED
3 August 2006
(1)
FUTUREMEDIA PUBLIC LIMITED COMPANY
(2)
CORNELL CAPITAL PARTNERS, LP
DEED
OF VARIATION
| (1) |
FUTUREMEDIA
PUBLIC LIMITED COMPANY (registered
under number 01616681)
of Xxxx Xxxxx, Xxxx Xxxxxx, Xxxxxxxx, Xxxx Xxxxxx XX0 0XX (the
"Chargor");
and
|
| (2) |
CORNELL
CAPITAL PARTNERS, LP
of
000 Xxxxxx Xxxxxx - Xxxxx 0000, Xxxxxx Xxxx, XX 00000 for itself
(the
"Buyer").
|
| (A) |
The
Chargor and the Buyer entered into a Debenture dated 25 April 2006
(the
“Debenture”).
|
| (B) |
The
parties wish to amend certain definitions in the
Debenture.
|
AGREED
TERMS
| 1. |
All
defined terms used but not otherwise defined in this Deed shall have
the
meanings provided in the Debenture. Except as otherwise expressly
provided
in this Deed, the terms and conditions of the Debenture shall remain
in
full force and effect and, as appropriate, shall be incorporated
by
reference herein.
|
| 2. |
The
Debenture is hereby amended so that the meaning of the term “Unsecured
Liabilities”
shall be as follows:
|
“Unsecured
Liabilities”
means
the liabilities of the Chargor under (i) Section 3(b)(ii) of the Secured
Convertible Note made by the Chargor and issued to the Buyer pursuant to that
certain Securities Purchase Agreement dated on or about 19 April 2006 and
(ii) Section 3(b)(ii) of the Secured Convertible Note made by the Chargor
and issued to the Buyer pursuant to that certain Amended and Restated Securities
Purchase Agreement dated on or about 3 August 2006.
2
|
EXECUTED
as
a DEED
by
FUTUREMEDIA
PUBLIC
|
|
|
| LIMITED COMPANY | /s/ Xxxxxxx X. Xxxxxx | |
|
acting
by two Directors or one Director and a
Company
Secretary
|
Director |
|
| /s/ Xxx Xxxxxxxx | ||
|
Director / Secretary |
||
| EXECUTED
as
a DEED
by
CORNELL
CAPITAL PARTNERS, LP
|
||
| |
|
|
| /s/ Xxxx Xxxxxx | ||
|
By:
Yorkville Advisors, LLC
Its:
General Partner
|
Xxxx
Xxxxxx
Portfolio
Manager
|
|
3
