Exhibit No. 10.1
THE SECURITY REPRESENTED
HEREBY HAS NOT
BEEN REGISTERED
UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE
HOLDER HEREOF, BY PURCHASING 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
ANY APPLICABLE STATE SECURITIES LAWS, OR (B) IF REGISTERED UNDER THE
SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.
FOURTH AMENDMENT TO
10% CONVERTIBLE NOTE
This
Fourth Amendment (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 21st day of July,
2005 by and
between
the Company and Jenkins.
R E C I T A L S
- - - - - - - -
A.
The Original
Note establishes
October 24, 2003
as the Maturity
Date of the Original Note.
B.
The Company and
Jenkins amended the
Original Note to
extend the
Maturity Date to February 24,
2004.
C.
The Company and
Jenkins have agreed to amend the Original Note, as
amended, to extend the Maturity
Date to February 29, 2008.
A G R E E M E N T
- - - - - - - - -
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 to
John Jenkins, (the "Holder") and registered
assigns,
the principal sum
of two million one hundred forty eight
thousand
three hundred ninety ($2,148,390) or, if less, the principal
amount of
this Note then outstanding, on February 29, 2008 (the
"Maturity
Date") by wire transfer of immediately available fund
