EXHIBIT 10.1
THE SECURITY
REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITES ACT
OF 1933, AS AMENDED (THE "SECUTITIES ACT"). THE HOLDER
HEREOF, BY PURCHASEING
SUCH SECURITY AGREES FOR THE BENEFIT OF THE ISSUER
THAT SUCH SECURITY MAY
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A)
PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND
ANYAPPLICABLE STATE
SECURITIES LAWS, OR (B) IF REGISTERED UNDER THE
SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS.
FIFTH ALLONGE TO
10% CONVERTIBLE NOTE
This fifth
allonge (this "Agreement") to that certain 10% Convertible
Note dated October 25,
2001 of Dial-Thru International Corporation, a
Delaware corporation
(the "Company"), in favor of John Jenkins ("Jenkins"),
in the original
principal amount of $1,745,957 (the "Original Note"), is
made as of this 14th
day of September, 2006 by and between the Company and
Jenkins.
RECITALS
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1
Two
additional loan amounts were added to the balance $102,433 and
$300,000 respectively as of November 1, 2002
2
The second
allonge establishes October 24, 2003 as the Maturity
Date of the Original Note
3
The
Company and Jenkins amended the Original Note to extend the
Maturity Date to February 24, 2004.
4
The
Company and Jenkins have agreed to amend the Original Note, as
amended, to extend the Maturity Date to February 28, 2008
5
The
Company and Jenkins have agreed to amend the Original Note, as
amended to transfer $901,688 of interest owed to the principal
balance of the note. The new Balance as of July 31, 2006 will
be
$1,901,688.
AGREEMENT
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NOW,
THEREFORE, in consideration of the foregoing recitals and the
covenants and
agreements contained herein, the parties, intending to be
legally bound, agree
as follows:
1.
Amendment to
Initial terms of Note. The first sentence of the
Original Note, is hereby amended to read in its entirety as
follows:
"Dial-Thru International Corporation, a Delaware corporation
(together with its successors, the "Company"), for value
received
hereby promises to pay John Jenkins, (the "Holder") and
registered
assigns, the principal sum of $1,901,688 or, if less, the
pr