0001062993-07-000298 Sample Contracts

December 5, 2006
Whos Your Daddy Inc • January 26th, 2007 • Men's & boys' furnishgs, work clothg, & allied garments

This letter sets forth the agreement of the parties hereto to amend the conversion price of certain notes originally issued by the Company to the investors listed in the signature pages hereto (collectively, the “Investors”) on April 29, 2005 and October 11, 2005 (the “Notes”) and to set an agreed-upon payoff amount for redemption of these notes.

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