Reference is made to (i) the
Registration Rights Agreement dated as of October 28, 2004 (as the same may be
amended, supplemented, restated or modified from time to time, the "Agreement")
by and between Petrol Oil and Gas, Inc. ("Company") and Laurus Master Fund, Ltd.
("Laurus") and (ii) the Secured Convertible Term Note dated as of October 28,
2004 (as the same may be amended, supplemented, restated or modified from time
to time, the "Note") in the original principal amount of Eight Million Dollars
($8,000,000) made by the Company in favor of Laurus.
Due to the inability to register
common stock for the conversion of non-accrued interest under the Note in the
initial registration statement filed by the Company on November 1, 2004, Laurus
is required to amend the Agreement and the Note and Laurus is willing to do so
on the terms and conditions set forth below.
In consideration of the foregoing and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:
The defined term "Filing Date"
set forth in Section 1 of the Agreement is hereby amended in its entirety to
provide as follows:
" 'Filing Date' means, with
respect to (i) the principal indebtedness evidenced by the Note, a date
no later than thirty (30) days following the date hereof, (ii) the
shares of Common Stock issuable to the Holder upon conversion of the
Note in respect of payments of interest and fees thereon, a date no
later than the last day of every six (6) month consecutive period
commencing with the six (6) month period ending June 30, 2005, (iii) the
shares of Common Stock issuable upon exercise of the Warrant, the date
which is thirty (30) days after the date hereof, (iv) the shares of
Common Stock issuable to the Holder as a result of adjustment to the
Fixed Conversion made pursuant to Section 3.4 of the Note or Section 4
of the Warrant or otherwise, thirty (30) days after the occurrence of
such event or the date of the adjustment of the Fixed Conversion Price."
Section 2.2 of the Note is
hereby deleted in its entirety.
The Parties hereby agree that
all references to the conversion of accrued interest and other fees into
registered shares of the Company's common stock which may be included in the
Agreement, the Note and/or all other documents, instruments and agreements
entered into in connection therewith (the "Other Documents") shall be
deleted in their entirety. It is the Parties understanding that all interest
and fees accruing pursuant to the Note shall be (i) converted into
restricted shares of the Company's common stock and registered by the
Company on Form SB-2 in semi-annual registration statements pursuant to
paragraph 1 above and the Agreement, or (ii) paid in cash at 102%.
Except as specifically amended
herein, the Agreement, the Note and the Other Documents shall remain in full
force and effect, and are hereby ratified and confirmed. The execution, delivery
and effectiveness of this letter agreement shall not operate as a waiver of any
right, power or remedy of Laurus, nor constitute a waiver of any provision of
the Agreement, the Note or any of the Other Documents. This letter agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and assigns and shall be
governed by and construed in accordance with the laws of the State of New York.
This letter agreement may be executed
by the parties hereto in one or more counterparts, each of which shall be deemed
an original and all of which when taken together shall constitute one and the
same agreement. Any signature delivered by a party by facsimile transmission
shall be deemed to be an original signature hereto.
Very truly yours,
LAURUS MASTER FUND, LTD.
By:/s/ Eugene Grib
Name: Eugene Grib
The foregoing is hereby accepted and
as of the date set forth above: