Amendment to the 10% Convertible Promissory Note
Amendment
to the 10% Convertible Promissory Note
This
Amendment to the 10% Convertible Promissory Note dated November 12, 2004 between
Global IT Holdings, Inc. (f/k/a High Road International, Inc.) (“Global”) and
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“▇▇▇▇▇”), as assigned to Advantage Fund I, LLC (“Advantage”) on
May 25, 2005, is hereby amended as follows:
RECITALS:
A.
WHEREAS,
the
parties entered into a 10% Convertible Promissory Note dated November 12, 2004,
(“Note”), which was subsequently assigned to Advantage on May 25, 2005, whereby
Global agreed to pay the principal sum of $50,000 plus interest as set forth
in
the Note on or before May 31, 2005.
B.
WHEREAS,
the
parties to the Agreement desire to amend the terms of the Agreement as set
forth
herein.
NOW,
THEREFORE, in consideration of the mutual promises contained in this Amendment
and other valuable consideration, the receipt of which is acknowledged, the
parties to this Agreement agree as follows:
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1.
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Conversion
of Debenture into Common Stock:
The parties agree to amend this Note to increase the amount of shares
that
the balance of the Note may be converted into to 800,000,000 shares
of
common stock, and to extend the due date for payment on the balance
of the
note until May 31, 2006.
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2.
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Consideration:
In
consideration for the extension of the due date set for above, Global
hereby agrees that the balance of the Note as of the date of this
Amendment shall be converted into 800,000,000 shares of common stock,
at
the option of the noteholder.
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3.
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Full
Force of Agreement:
All representations, covenants and warranties as well as all other
conditions and obligations set forth in the Agreement shall remain
in full
force and effect.
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IN
WITNESS WHEREOF, the
corporate parties hereto have caused this Agreement to be executed by their
respective officers, hereunto duly authorized, and entered into as of August
22,
2005.
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ATTEST:
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GLOBAL
IT HOLDINGS, INC.
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▇▇▇▇▇
▇▇▇▇▇, Vice-President
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ATTEST:
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ADVANTAGE
FUND I, LLC
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▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, President
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IN
WITNESS WHEREOF, the
corporate parties hereto have caused this Agreement to be executed by their
respective officers, hereunto duly authorized, and entered into as of August
22,
2005.
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ATTEST:
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GLOBAL
IT HOLDINGS, INC.
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 |
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▇▇▇▇▇
▇▇▇▇▇, Vice-President
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ATTEST:
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ADVANTAGE
FUND I, LLC
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▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, President
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