EX-10 2 sb2amd3ex10-29.txt EXHIBIT 10.29 Exhibit 10.29 December 18, 2006 Barron Partners, LP c/o Barron Capital Advisors, LLC Managing Partner Attn: Andrew Barron Worden 730 5th Ave, 25th floor New York, NY 10019 Re: Common Stock Warrants "A", "B", "C" and "D" ------------------------------------------- Mr. Worden: Reference is made to the Common Stock Purchase Warrant "A" (the "Series A Warrants"), the Common Stock Purchase Warrant "B" (the "Series B Warrants"), Common Stock Purchase Warrant "C" (the "Series C Warrants"), and the Common Stock Purchase Warrant "D" (the "Series D Warrant"), all dated June 17, 2005 and issued by Adsouth Partners, Inc., a Nevada corporation (the "Company") to Barron Partners, L.P., (the "Warrant Holder". This letter will confirm the following: 1. The exercise price of the Series A Warrant to purchase 1,437,246 shares of the Company's $.0001 par value common stock (the "Common Stock") will be reduced to $0.03 per share. 2. The exercise price of the Series B Warrant to purchase 1,887,246 shares of Common Stock will be reduced to $0.03 per share. 3. The exercise price of the Series C Warrant to purchase 2,642,144 shares of Common Stock will be reduced from to $0.03 per share. 4. The exercise price of the Series D Warrant to purchase 2,642,144 shares of Common Stock will be reduced to $0.03 per share. 5. The expiration date of the Series A Warrants, the Series B Warrants, the Series C Warrants and the Series D Warrants is changed from June 17, 2010 to June 17, 2009. Please confirm your agreement with the foregoing. Very truly yours, /s/ Loren R. Haynes ------------------- Loren R. Haynes Acting Chief Executive Officer BARRON PARTNERS, LP By: Barron Capital Advisors, LLC By:/s/ Andrew B. Worden --------------------------- Andrew B. Worden, President December 18, 2006 Mr. Richard Molinsky 51 Lordes Highway East Weston, CT 06883 Re: Common Stock Warrants "A", "B", "C" and "D" ------------------------------------------- Dear Richard: Reference is made to the Common Stock Purchase Warrant "A" (the "Series A Warrants"), the Common Stock Purchase Warrant "B" (the "Series B Warrants"), Common Stock Purchase Warrant "C" (the "Series C Warrants"), and the Common Stock Purchase Warrant "D" (the "Series D Warrant"), all dated June 17, 2005 and issued by Adsouth Partners, Inc., a Nevada corporation (the "Company") to you. This letter will confirm the following: 1. The exercise price of the Series A Warrant to purchase 38,092 shares of the Company's $.0001 par value common stock (the "Common Stock") will be reduced to $0.03 per share. 2. The exercise price of the Series B Warrant to purchase 38,092 shares of Common Stock will be reduced to $0.03 per share. 3. The exercise price of the Series C Warrant to purchase 53,329 shares of Common Stock will be reduced to $0.03 per share. 4. The exercise price of the Series D Warrant to purchase 53,329 shares of Common Stock will be reduced to $0.03 per share. 5. The expiration date of the Series A Warrants, the Series B Warrants, the Series C Warrants and the Series D Warrants is changed from June 17, 2010 to June 17, 2009. Please confirm your agreement with the foregoing. Very truly yours, /s/ Loren R. Haynes ------------------- Loren R. Haynes Acting Chief Executive Officer /s/ Richard Molinsky -------------------- Richard Molinsky December 18, 2006 Vestal Venture Capital 6471 Enclave Way Boca Raton, FL 33496 Attention: Mr. Allan R. Lyons Re: Common Stock Warrants "A", "B", "C" and "D" ------------------------------------------- Dear Al: Reference is made to the Common Stock Purchase Warrant "A" (the "Series A Warrants"), the Common Stock Purchase Warrant "B" (the "Series B Warrants"), Common Stock Purchase Warrant "C" (the "Series C Warrants"), and the Common Stock Purchase Warrant "D" (the "Series D Warrant"), all dated June 17, 2005 and issued by Adsouth Partners, Inc., a Nevada corporation (the "Company") to you in the June 2005 private placement. This letter will confirm the following: 1. The exercise price of the Series A Warrant to purchase 574,662 shares of the Company's $.0001 par value common stock (the "Common Stock") will be reduced to $0.03 per share. 2. The exercise price of the Series B Warrant to purchase 574,662 shares of Common Stock will be reduced to $0.03 per share. 3. The exercise price of the Series C Warrant to purchase 804,527 shares of Common Stock will be reduced to $0.03 per share. 4. The exercise price of the Series D Warrant to purchase 804,527 shares of Common Stock will be reduced to $0.03 per share. 5. The expiration date of the Series A Warrants, the Series B Warrants, the Series C Warrants and the Series D Warrants is changed from June 17, 2010 to June 17, 2009. Please confirm your agreement with the foregoing. Very truly yours, /s/ Loren R. Haynes ------------------- Loren R. Haynes Acting Chief Executive Officer VESTAL VENTURE CAPITAL By:/s/ Allan R. Lyons ------------------ Allan R. Lyons, principal