EXHIBIT 99.4
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▇▇▇▇▇▇.▇▇▇, INC.
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June 30, 2006
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Re: Consulting Agreement dated as of May 21, 2004 (the "Agreement")
Dear ▇▇. ▇▇▇▇▇▇▇▇:
I refer you to the above Agreement. Section 2a of the Agreement reads
as follows:
"For satisfactory performance of the Services, and as full and
complete consideration for the rendition of the Services and ownership
of all rights thereto, the Company agrees to pay Consultant a monthly
fee of $15,000, provided such fees will be accrued and not paid until
the Company has secured at least $1 million of equity financing after
May 21, 2004."
The sum of $360,000 has been accrued pursuant to the Agreement for the
period from June 1, 2004 to May 31, 2006. You have agreed to covert the amount
of $360,000 owed to you into a 6% Secured Convertible Note due December 28, 2008
and related warrants. This is to confirm that we have agreed to amend the
Agreement to waive the equity financing condition and permit payments to you at
the rate of $15,000 per month retroactive to June 1, 2006.
Please confirm that this is consistent with our understanding by
signing and returning the extra copy of this letter.
Very truly yours,
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Confirmed:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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