Exhibit No. 10.3
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 Allen
Sciarillo ("Sciarillo"), in the original principal amount of 100,000 (the
"Original Note"), is made as of this 21st day of July, 2005 by and between
the Company and Sciarillo.
R E C I T A L S
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A. The Original Note establishes October 24, 2003 as the Maturity
Date of the Original Note.
B. The Company and Sciarillo amended the Original Note to extend the
Maturity Date to February 24, 2004.
C. The Company and Sciarillo 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
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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 to Allen Sciarillo, (the "Holder") and
registered assigns, the principal sum of one hundred thousand
($100,000) or, if less, the principal amount of this Note then
outstanding, on February 29, 2008 (the "Maturity Date") by wire
transfer of immediately available funds to the Holder in such coin or
currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and
to pay interest, which shall begin to accrue on the date of this Note,
quarterly in arrears, on (i) the last day of March, June, September and
December of each year until the Maturity Date, commencing December 31,
2001 (unless such day is not a Business Day, in which event on the next
succeeding Business Day) (each an "Interest Payment Date"), (ii) the
Maturity Date, (iii) each Conversion Date, as hereafter defined, and
(iv) the date the principal amount of this Note shall automatically
become due and payable, on the principal sum hereof outstanding in like
coin or currency, at the rates per annum set forth below, from the most
recent Interest Payment Date for which interest has been paid on this
Note, or if no interest has been paid on this Note, from the date of
this Note until payment in full of the principal sum hereof has been
made.
2. Full Force and Effect. Except as provided herein, the Original Note
shall continue in full force and effect and shall be enforceable in
accordance with its terms.
3. Notation on Notes. Holder is hereby authorized by the Company to
mark, and as soon as practicable after the Effective Date shall mark, the
Original Note with the following notation:
"The Company and Holder have entered into a Fourth Amendment
to 10% Convertible Note, dated as of July 21, 2005, which amends
the opening section of this Note and provides for a second
Convertible Note covering all past due interest. Copies of the
Fourth Amendment are on file with the Company and will be provided
to Holder upon request."
4. Further Assurances. The parties shall act reasonably, in good faith
and fairly in performing their obligations under this Agreement, and agree
to cooperate with each other to accomplish the intent of this Agreement and
agree to execute any and all further documents and instruments as may be
necessary or requested to carry out and accomplish the intent of this
Agreement.
5. Successors and Assigns. Each of the terms, provisions and
obligations of this Agreement shall be binding upon, shall inure to the
benefit of, and shall be enforceable by the parties and their respective
legal representatives, successors and permitted assigns.
6. Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of
which so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same instrument.
7. Governing Law. This Agreement shall be governed by the internal
laws of the State of California, without regard to the conflict of laws
principles thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the day and year first written above.
DIAL-THRU INTERNATIONAL CORPORATION, a Delaware corporation
By: ----------------------- -----------------------
John Jenkins Allen Sciarillo
Chief Executive Officer