Amendment Agreement to Convertible Notes between Stronghold Technologies, Inc. and AJW Partners, LLC et al.

Summary

Stronghold Technologies, Inc. and several investment entities, including AJW Partners, LLC, agree to amend the terms of certain convertible notes originally issued in 2004. The amendment sets the Applicable Percentage for conversion at 25%. All other terms of the notes remain unchanged. The parties agree to take any further actions necessary to implement this amendment, including issuing amended notes if required.

EX-4.38 27 v014910_ex4-38.txt STRONGHOLD TECHNOLOGIES, INC. 106 Allen Road Basking Ridge, New Jersey 07920 March 4, 2005 AJW Partners, LLC New Millennium Capital Partners II, LLC AJW Offshore, Ltd. AJW Qualified Partners, LLC 1044 Northern Boulevard Suite 302 Roslyn, New York 11576 Re: Stronghold Technologies, Inc. (the "Company") - Amendment of Notes Ladies and Gentlemen: This letter sets forth the agreement of the parties hereto to amend the conversion price of certain notes which are convertible into shares of the Company's common stock, par value $.0001 per share (the "Common Stock"), originally issued by the Company to the investors listed in the signature pages hereto (collectively, the "Investors"), on June 18, 2004, July 26, 2004 and October 22, 2004 (collectively, the "Notes"). By execution hereof, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that: 1. The Applicable Percentage (as defined in each of the Debt Instruments) shall be 25%. 2. The Notes are hereby amended in accordance with the foregoing provision. All other provisions of the Notes, as amended from time to time, shall remain in full force and effect. The parties shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other parties hereto may reasonably request in order to carry out the intent an accomplish the purposes of this letter agreement, including without limitation the issuance of amended Notes. Please signify your agreement with the foregoing by signing a copy of this letter where indicated and returning it to the undersigned. Sincerely, STRONGHOLD TECHNOLOGIES, INC. ------------------------------------- Christopher J. Carey President and Chief Executive Officer ACCEPTED AND AGREED: AJW PARTNERS, LLC. By: SMS GROUP, LLC - --------------------------------------- Corey S. Ribotsky, Manager NEW MILLENNIUM CAPITAL PARTNERS II, LLC By: FIRST STREET MANAGER II, LLC, - --------------------------------------- Corey S. Ribotsky, Manager AJW OFFSHORE, LTD. By: FIRST STREET MANAGER II, LLC - --------------------------------------- Corey S. Ribotsky, Manager AJW QUALIFIED PARTNERS, LLC By: AJW MANAGER, LLC - --------------------------------------- Corey S. Ribotsky, Manager