Exhibit 10.4
NOTE MODIFICATION
AGREEMENT
THIS NOTE MODIFICATION
AGREEMENT (the “Note
Modification Agreement”) is made as of August 14, 2008, by
and between Options Media Group Holdings, Inc., a Nevada
corporation (the “Company”), and GRQ Consultants, Inc.
401K (the “Holder”).
WHEREAS , the Company executed that certain 7% Senior Secured
Promissory Note dated July 18, 2008 in the original principal
amount of Nine Hundred Thousand Dollars ($900,000.00) (a copy of
which is attached as Exhibit A) (the
“Note”);
WHEREAS , the Company, Options Acquisition Sub, Inc. and the
Holder entered into that certain Security Agreement dated as of
July 18, 2008 securing the Note and related obligations (the
Security Agreement”);
WHEREAS , the Company and the Holder entered into that
certain Pledge Agreement dated as of July 18, 2008 securing the
Note and related obligations (the Pledge
Agreement”);
WHEREAS , the parties desire to modify the Note to extend the
Maturity Date of the Note to July 31, 2009; and
WHEREAS , the Holder acknowledges that it and/or its
affiliates will benefit materially from this modification and,
accordingly, Holder has received adequate consideration for
agreeing to this extension.
NOW THEREFORE , in consideration of the mutual covenants contained
herein, and other good and va