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
principal amount of this Note then outstanding, on February 28,
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, 2006 (unless such day is not a Business
Day, in which event on the next succeeding 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 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 fifth Amendment
to 10% Convertible Note, dated as of September 14, 2006,
which amends the opening section of this Note and provides
for a second Convertible Note covering all past due interest.
Copies of the fifth Allonge 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
same instrument.
7. Governing Law. This Agreement shall be governed by the internal
laws of the Sate of California, with out regard to the conflict of
laws principals thereof.
IN WHTNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the day and year first written above.
RAPID LINK (FORMALLY DIAL-THRU INTERNATIONAL) CORPORATION, a Delaware
corporation
By:______________________ ____________________
Chris Canfield John Jenkins
Chief Financial Officer