EXHIBIT 10.2.1
BROOKFIELD INVESTMENTS LTD.
Twin Tower Two
Jabotinski Street
Ramat Gan Israel
Restated March 3, 2003
Global Asset Holdings, Inc. (Epixtar Corp.)
00000 Xxxxxxxx Xxxxxxxxx Xxxxx 000
Xxxxx, Xxxxxxx 00000
Re: Security Agreement and Note-Global Asset Holdings Inc. ("Epixtar Corp.")
Gentlemen:
This will confirm our understanding with respect to the above Security
Agreement and Note. The Note described above is a demand note and provides for
interest with payment thereof at the time of payment of principal. The parties
originally reached an agreement in principal on November 20, 2003 and executed
an agreement dated December 6, 2003. The parties desire to revise and restate
their agreement to provide for warrents in lieu of shares as consideration for
our agreements herein.
Epixtar and other parties to the agreement have requested a waiver of
demand for two years and subordination of our portion of our security interest.
We are willing to agree to such requests on the following terms and conditions:
1. On or prior to July 1, 2003 you shall pay us an amount equal
to all interest accrued under the Note through December 31,
2002. This amount will be applied as set forth in said Note.
2. We shall receive three year warrents to purchase 4,000,000
restricted shares of your common stock (the "Warrents") at an
exercise price of $.50 per share. We agree that the above
Warrants and any shares to be issued to us there under will be
acquired by us for investment and not for distribution. We
acknowledge that these Warrents and shares issued there under,
have not been registered under the Securities Act of 1933 (the
"Act") and may not be sold or otherwise transferred except
pursuant to a registration statement and/or an exemption from
such registration requirements of the Act. The certificate for
these shares will contain a restrictive legend and shall be
subject to a stop transfer order.
Epixtar Corporation
Page 2
3. In consideration of the payment and shares described herein we
shall not demand payment of the aforesaid note prior to
January 5, 2005 except for a default pursuant of the terms of
security agreement and note for reasons other than non-payment
of principal and interest.
4. We agree to subordinate our security interest in your accounts
receivable and those of your subsidiaries to the extent they
are required to secure any financing by you or your
subsidiaries. Nothing shall limit our right to any other
security.
5. Nothing herein shall limit your right with respect to prepay
the Note.
If the foregoing correctly reflects our understanding please sign and
return the enclosed copy of the letter.
Very truly yours,
Brookfield Investment Ltd.
By: s/
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Accepted and Agreed to as of
March 3, 2003
Global Asset Holdings, Inc.
(Epixtar Corp.)
By: s/
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