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Exhibit 10.7
[LOGO] 226 West 26th Street, Studio D
New York, NY 10001
Tel: (646) 205-8300 o Fax: (646) 205-8315
October 31, 2000
CALP II Limited Partnership
C/o Thomson Kernaghan & Co., Ltd.
365 Bay Street, 10th Floor
Toronto, Ontario M5H 2V2
Canada
Attention: Mark Valentine
Re: Second Amendment to Equity Line of Credit Agreement, dated as of June
14, 2000 (the "Equity Line") by and between JagNotes.com Inc.
("JagNotes") and CALP II Limited Partnership ("CALP II'), as amended
(the "Second Amendment")
Dear Mark:
As discussed, the following sets forth our understanding regarding the Second
Amendment to the Equity Line. If not otherwise defined, capitalized terms used
in this Second Amendment have the meanings ascribed to them in the Equity Line.
First, our right to put shares of JagNotes common stock (`Shares") to CALP II in
accordance with the terms of Equity Line will be tolled until January 1, 2001
(the "Reinstatement Date"), provided that CALP II is not in default of any of
its other funding obligations to JagNotes.
Immediately after the Reinstatement Date, JagNotes may once again put Shares to
CALP II by delivering Advance Notices in accordance with the terms of the Equity
Line, except that, notwithstanding any limitation imposed by the Maximum Advance
Amount, we may request an Advance of any amount up to and including $400,000
(instead of $350,000), net of the ten percent (10%) commission payable to
Thomson Kernaghan & Co., Ltd. and The May Davis Group, Inc. with respect to each
Advance Notice delivered to CALP II.
Except as set forth above, the Equity Line shall remain unchanged and in full
force and effect.
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CALP II Limited Partnership
October 31, 2000
Page -2-
If the above accurately sets forth our understanding, please indicate your
agreement and acceptance by signing in the space provided below.
Sincerely yours,
JAGNOTES.COM INC. AGREED AND ACCEPTED
CALP II LIMITED PARTNERSHIP
By: /s/ Gary Valinoti By: /s/ Mark Valentine
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Name: Gary Valinoti Name: Mark Valentine
Tile: President & CEO Title: President
Date:
