May 14, 2004 Epixtar Corp. 11900 Biscayne Boulevard, Suite 262 Miami, Florida 33181 Attn: David Srour Re: Laurus Restricted Account: Account Number 2704051586, Account Name: Epixtar Corp., maintained at North Fork Bank (the "Laurus Restricted...Laurus Restricted Account Agreement • June 18th, 2004 • Epixtar Corp • Services-computer processing & data preparation
Reference is made to (i) that certain Securities Purchase Agreement, dated as of May 14, 2004 (as amended, modified or supplemented from time to time, the "Purchase Agreement"), by and between Epixtar Corp., a Florida corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser") and (ii) that certain Laurus Restricted Account Agreement, dated as of May 14, 2004 (as amended, modified or supplemented from time to time, the "Laurus Restricted Account Agreement"), by and among the Company, Laurus and North Fork Bank (the "Bank"). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement or the Laurus Restricted Account Agreement, as applicable. Pursuant to the Section 3.2 of the Purchase Agreement, the Company is required to place $1,930,000 in the Laurus Restricted Account, and, subject to the provisions of this letter, the Purchase Agreement and any Related Agreement, maintain such amount in the Laurus Restricted Account f
