Exhibit 4.9
e resources inc
000 Xxxxx Xxxxxxx 000
Xxxxxxx, Xxxxx 00000
March 29, 2002
AJW Partners, LLC
New Millennium Capital Partners II, LLC
AJW/New Millennium Offshore, Ltd.
Pegasus Capital Partners, LLC
000 Xxxxx Xxxxxx, Xxxxx X
Xxxxxxx, XX 00000
Re: e resources inc - Private Placement
Dear Sirs:
This letter sets forth the terms and conditions pursuant to
which you (collectively, the "Buyers") have agreed to purchase from e resources
inc (the "Company") the following: (i) Secured Convertible Debentures in the
aggregate principal amount of $50,000 (the "Debentures") and (ii) warrants to
purchase 50,000 of the Company's Common Stock (the "Warrants"), each in the form
attached to this letter agreement, for the aggregate consideration of $50,000.
As an inducement to the Buyers purchasing the Debentures and
the Warrants, the Company hereby represents to the Buyers that the
representations and warranties made by the Company in that certain Securities
Purchase Agreement dated as of May 8, 2001 by and among the Company and the
other parties thereto (the "Purchase Agreement") are true and correct, except as
otherwise set forth in the Schedules attached to this letter agreement. Each
Buyer severally (and not jointly) represents and warrants to the Company that
each of the representations and warranties contained in Section 2 of the
Purchase Agreement are true and correct with respect to such Buyer, to the same
extent as if such representations and warranties were made by such Buyer in the
Purchase Agreement. The Company hereby agrees to perform all of the other
covenants and agreements contained in the Purchase Agreement to the same extent
as if such covenants and agreements were made to the Buyers, except as otherwise
set forth in the Schedules attached to this letter agreement. In addition, the
Company agrees that the terms and conditions of that certain Registration Rights
Agreement dated as of May 8, 2001 by and among the Company and the other parties
thereto shall apply to the shares of Common Stock underlying the Debentures and
the Warrants, including without limitation the agreements by the Company (i) to
register two (2) times the number of shares of Common Stock issuable upon
conversion of the Debentures and upon exercise of the Warrants, (ii) to file a
Registration Statement in connection with this transaction within forty-five
(45) days of the closing of this transaction and (iii) to use its best efforts
to cause such Registration Statement to be declared effective by the SEC within
ninety (90) days of the closing of this transaction.
Please signify your agreement with the foregoing by executing
this Letter Agreement where indicated and returning it to the undersigned.
Sincerely,
e resources inc
By:
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Xxxxxxxxxxx X. Xxxxxx
Chief Executive Officer
ACCEPTED AND AGREED:
AJW PARTNERS, LLC
By: SMS Group, LLC
By:
--------------------------
Xxxxx X. Xxxxxxxx
Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: First Street Manager II, LLC
By:
--------------------------
Xxxxx X. Xxxxxxxx
Manager
AJW/NEW MILLENNIUM
OFFSHORE, LTD.
By: First Street Manager II, LLC
By:
------------------------------
Xxxxx X. Xxxxxxxx
Manager
PEGASUS CAPITAL PARTNERS, LLC
By: Pegasus Manager, LLC
By:
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Xxxxx X. Xxxxxxxx
Manager
