EXHIBIT 6.7
                           NOTE MODIFICATION AGREEMENT

     This Agreement,  made as of the 28th day of November,  2001, between E-Data
Corporation, a Utah corporation,  having an office at 26 Harbor Park Drive, Port
Washington,  New York  11050 (the  "Borrower")  and Bert E.  Brodsky,  having an
office at 26 Harbor Park Drive, Port Washington, New York 11050 (the "Lender").

     PRELIMINARY  STATEMENTS.  (1) The  Lender  has made a loan to the  Borrower
evidenced  by the  Borrower's  Grid Note dated April 11,  2001 in the  principal
amount of $300,000 (the "First Grid Note").

     2. The  current  outstanding  principal  balance  of the First Grid Note is
$300,000 (the "Existing  Debt") together with  outstanding  interest  thereon in
accordance with the terms of the First Grid Note.

     3. The Borrower has requested that the Lender modify the repayment terms of
the First Grid Note to provide for the allocation of Revenues (as defined in the
First Grid Note)  between the  obligations  evidenced by the First Grid Note and
the  obligations  evidenced by the Grid Note of even date  herewith (the "Second
Grid Note") from the Borrower to the Lender in the maximum  principal  amount of
$300,000.

     NOW THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the Borrower and the Lender do hereby agree as follows:

     Section  1.(a) A new  paragraph  is added after the first  paragraph of the
First  Grid Note and before the second  paragraph,  to read in its  entirety  as
follows:

     "This  is not a  revolving  credit,  and  no  re-borrowings  are  permitted
hereunder."

     Section 1.(b) The present fourth paragraph of the First Grid Note (i.e. the
fourth  paragraph  before  giving  effect to the  amendment set forth in Section
1.(a) hereof) is hereby amended to read in its entirety as follows:

     "Borrower  acknowledges and agrees that (i) the first  twenty-five  percent
(25%) of all gross  revenues  which it  receives  ("Revenues")  shall be applied
exclusively  to the payment of all amounts  due  hereunder;  and (ii) the second
twenty-five  percent (25%) of all Revenues  shall be applied  exclusively to the
payment of all amounts due under that  certain  Grid Note dated  November  28th,
2001 from  Borrower to Lender in the maximum  principal  amount of $300,000 (the
"Second Grid Note").  Such repayments shall be made on the first business day of
the month following the month in which any Revenues are received."

     Section 1.(c) Exhibit B to the First Grid Note is hereby deleted.

     Section 1.(d) The present  seventh  paragraph of the First Grid Note (i.e.,
the seventh paragraph before giving effect to the amendment set forth in Section
1.(a) hereof), concerning Events of Default, is hereby amended as follows: a new
clause  (xii) is inserted  immediately  after  clause (xi) and before the phrase
"then and in each and every such Event of Default," such clause (xii) to read in
its entirety as follows:

     "(xii) the  occurrence  of any Event of Default  under the Second Grid Note
(as "Event of Default" is defined in such Grid Note)."

     SECTION 2.  Representations  and  Warranties.  The Borrower  represents and
warrants (i) that the First Grid Note and this  Agreement  are the legal,  valid
and binding  obligations of the Borrower  enforceable  in accordance  with their
respective  terms;  (ii)  that the  principal  amount  of the  Existing  Debt is
$300,000;  and (iii) that there are no offsets or defenses to the Existing Debt,
the First Grid Note or this Agreement.

     SECTION  3. Costs and  Expenses.  All costs and  expenses  of the Lender in
enforcing this Agreement (including,  without limitation,  reasonable attorneys'
fees) shall be paid by the Borrower to the Lender on demand.

     SECTION 4. New York Law. This Agreement shall be governed by the law of the
State of New York without regard to its conflict of laws principles.

     SECTION 5.  Ratification.  Except as expressly  modified and amended hereby
all of the other terms,  provisions  and conditions of the First Grid Note shall
remain  unmodified  and in full  force and effect and shall be and are hereby in
all respects ratified, continued and approved.

     IN WITNESS WHEREOF,  this Agreement has been duly executed and delivered by
the duly authorized officers of the Borrower and by the Lender as of the day and
year first above written.

                                                  E-DATA CORPORATION


                                                  By: /s/Tibor Tallos
                                                      --------------------------
                                                         Tibor Tallos, President


                                                      /s/ Bert E. Brodsky
                                                      --------------------------
                                                          Bert E. Brodsky