Waiver of Closing Conditions for $100,000 Subsequent Takedown Financing between GCA Strategic Investment Fund Limited and eMissions Testing, Inc.

Summary

GCA Strategic Investment Fund Limited has agreed to waive certain closing conditions required under its Securities Purchase Agreement with eMissions Testing, Inc. for a $100,000 financing involving 7% Convertible Debentures. This waiver applies only to specific sections of the agreement for this particular transaction and does not affect any other terms or agreements between the parties. All other provisions of the original agreement remain unchanged and in effect.

EX-10.7 10 a2026831zex-10_7.txt EXHIBIT 10.7 EXHIBIT 10.7 September 15, 2000 Mr. William Estroff, President eMissions Testing, Inc. 104 Colony Park Drive Suite 600 Cumming, Georgia 30040 RE: Waiver of Closing Conditions for $100,000 Subsequent Takedown Financing of 7% Convertible Debentures of eMissions Testing, Inc. Dear Mr. Estroff: Pursuant to this letter, GCA Strategic Investment Fund Limited ("GCA") hereby waives certain of the terms and conditions precedent to a Subsequent Takedown pursuant to that certain Securities Purchase Agreement by and between eMissions Testing, Inc. and GCA dated as of June 1, 2000, as amended (the "Securities Purchase Agreement"). GCA hereby waives the following provisions of the Securities Purchase Agreement in connection with the Subsequent Takedown of $100,000 principal amount 7% Convertible Debentures to be closed as of the date hereof: Sections 2.4(c), 2.4(d), 2.4(f)(i) and 6.1(r). By waiver of the foregoing Sections, GCA does not waive any other provision of the Securities Purchase Agreement or any Transaction Agreement (as defined in the Securities Purchase Agreement) by execution of this letter and all other terms and provisions of the Securities Purchase Agreement and each of the Transaction Agreements remain in full force and effect. Sincerely, /s/ Lewis N. Lester Lewis N. Lester Director GCA Strategic Investment Fund Limited LNL/cbc 154