OPTIGENEX INC. 750 LEXINGTON AVENUE, 6th FLOOR NEW YORK, NY 10022

 

 

 

April 15, 2008

 

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: Optigenex Inc. (the “Company”) -

 

Ladies and Gentlemen:

 

This letter sets forth the agreement of the parties hereto to amend the Applicable Percentage (as defined in the Notes) of the Notes, which are convertible into shares of the Company’s common stock, par value $.001 per share (the “Common Stock”), ever issued by the Company to the investors listed in the signature pages hereto (collectively, the “Investors”)( 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 the Notes) shall be 45%.

 

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,
		OPTIGENEX INC.
		Daniel Zwiren 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