Exhibit 4.2
August 4, 2005
Security Intelligence Technologies,
Inc.
145 Huguenot Street
New Rochelle, New York 10801
Re: Revolving Credit Promissory Notes
Ladies and Gentlemen:
Reference
is made to the Revolving Convertible Credit Agreement (the
"Agreement") dated as of June 10, 2004
among the undersigned and Security
Intelligence Technologies, Inc., a Florida
corporation (the "Company"), and the
Company's Revolving Credit Promissory Notes
(the "Notes") in the aggregate
principal amount of $494,000 issued
pursuant the Agreement.
The
undersigned hereby agree as follows:
1. The
parties acknowledge that the Conversion Price of the Notes, as
defined in the Agreement, effective on the
close of business on June 30, 2005,
is $.05, subject to adjustment as provided
in the Notes and the Agreement.
2. The
Warrant issued pursuant to Section 12.12 of the Agreement
covers
494,000 of common stock at an exercise
price of $.10 per share.
3. Each of
the undersigned hereby agrees that the maturity date of the
Note issued to the undersigned is hereby
extended until June 30, 2010.
4. The
Company agrees to issue to Atlas Equity Group, Inc. ("Atlas")
shares of common stock at a price of $.10
per share in consideration for
services rendered by the Company's counsel
in connection with the proposed
registration statement covering principally
the shares of common stock issuable
upon conversion of the Note. Based on
estimated legal fees of $35,000, the
Comp
