FEARLESS INTERNATIONAL, INC.
                           927 LINCOLN ROAD, SUITE 200
                              MIAMI, FLORIDA 33139

                                                                    May 30, 2008


VIA EMAIL AND FACSIMILE
Midsummer Ventures, LP
c/o Midsummer Capital, LLC
295 Madison Avenue, 38th Floor
New York, New York 10017

Mahoney Associates, Inc.
c/o LH Financial Services Corp.
150 Central Park South, 2nd Floor
New York, New York 10019

     Re:          EXTENSION OF MATURITY DATE FOR DECEMBER 2007 NOTES
                  --------------------------------------------------

To whom it may concern:

     Reference is made to the Secured  Promissory  Notes (the "NOTES") issued by
Fearless International,  Inc., a Nevada corporation (the "COMPANY"), on November
15,  2007,  to  each  of  Midsummer  Ventures,   LP  ("MIDSUMMER")  and  Mahoney
Associates, Inc. ("MAHONEY" and collectively,  the "INVESTORS") pursuant to that
certain  Loan and  Security  Agreement,  dated  November  15,  2007  (the  "LOAN
AGREEMENT").  Capitalized  terms used but not defined in this  Letter  Agreement
(this  "AGREEMENT")  shall have the meaning  given to such terms in the Notes or
the Loan Agreement.

     Subject to each Investor's agreement to extend the Maturity Date until July
24, 2008, which agreement shall be evidenced by such Investor's signature at the
end of this  Agreement,  the  Company  hereby  notifies  the  Investors  that in
consideration of such extension:

              (a) as a forbearance fee only and not as a payment of principal or
     interest  on  the  Notes,  on  the  date  hereof the Company shall pay each
     Investor $15,000 via wire transfer in  immediately available funds pursuant
     to the bank account set forth on each Investor's signature page hereto;

              (b) the principal amount of the Notes is  hereby  increased as set
     forth on SCHEDULE I attached hereto;

              (c) Until  July  24,  2008, in the event that the Company receives
     any  cash  proceeds,  through  any  means  or any source, including but not
     limited to, cash receivables and revenues or through the issuance of equity
     or  debt  securities,  other than indebtedness not secured by any assets of
     the  Company  and  subordinated  in writing to the Investors, pursuant to a
     written agreement acceptable to the Investors, ("CASH INFUSION"), the first
     $200,000, in the aggregate, of such Cash Infusion (net  of  reasonable  and
     customary fees


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<PAGE>


     incurred directly in connection with such Cash Infusion) shall  be  applied
     according to the following schedule:

              (i) the  first $50,000 shall be used by the  Company  for  working
     capital  of the  Company  or its subsidiaries;

              (ii) the  second  $50,000  shall  be   immediately   paid  to  the
     Investors, ratably, applied to outstanding principal on the Notes;

              (iii) the  third  $50,000 shall be used by the Company for working
     capital of the Company or its subsidiaries; and

              (iv) the fourth $50,000 shall be immediately paid to the Investors
     ratably, applied to outstanding  principal on the Notes.

     Prior to July 24, 2008,  Cash  Infusions in excess of $200,000,  other than
Cash  Infusions  derived  from  indebtedness  not  secured  by any assets of the
Company  and  subordinated  in writing to the  Investors,  pursuant to a written
agreement acceptable to the Investors, in the aggregate, shall be paid and split
as received 75% to the Investors  ratably,  applied to outstanding  principal on
the Notes,  and 25% to be used by the Company for working capital of the Company
or its  subsidiaries.  On or after July 24, 2008 the Notes shall be  immediately
due and  payable in full and 100% of any cash on hand  (whether  from prior Cash
Infusions or otherwise) or new Cash  Infusions must be used first to pay-off the
Notes in full;

     (d) the Company will issue one million  (1,000,000)  shares of Common Stock
(the  "SHARES") to each  Investor no later than the tenth  Trading Day after the
date hereof; and

     (e) the Company shall execute the Confession of Judgment,  attached  hereto
as EXHIBIT B, in favor of each of the  Investors  and the Company  shall provide
each  such  duly   executed   Confession  of  Judgment  to  each  such  Investor
simultaneously herewith. The parties agree that the Confession of Judgment shall
be held in escrow by the  Investors  and  shall  not be filed or  released  from
escrow  prior to July 24,  2008.  Should the  Company  satisfy the Notes in full
prior to July 24,  2008,  the  Confession  of Judgment  shall be returned to the
Company and shall otherwise be null and void.

     Each of the undersigned  represents and warrants that it is the sole holder
of  any  interest  in  the  Notes  originally  issued  to it,  that  it has  not
transferred,  pledged or otherwise disposed of any interest therein and that the
undersigned  has the  authority to sign this  Agreement and give the waivers set
forth herein.

     The Company  hereby  represents  and warrants to each of the Investors that
the Shares are duly  authorized  and, when issued and paid for, will be duly and
validly  issued,  fully  paid and  nonassessable,  free and clear of all  liens,
charges, security interests,  encumbrances,  right of first refusals, preemptive
rights or other  restrictions  imposed by the Company.  The Company has

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<PAGE>


reserved from its  duly  authorized  capital stock the maximum  number of shares
of Common Stock issuable pursuant to this Agreement.

     Subject to each Investor's agreement, which agreement shall be evidenced by
such Investor's  signature at the end of this  Agreement,  (a) within 1 business
day of the date of this  Agreement,  we shall file a Current Report on Form 8-K,
reasonably  acceptable to each Investor  disclosing  the material  terms of this
Agreement and (b) within 3 business days of the date of this Agreement, we shall
deliver an amended and restated Note to each Investor  reflecting  the increased
principal amounts set forth on SCHEDULE I.

     Except as expressly set forth herein, all terms,  conditions and provisions
of the Notes  shall  remain in full  force and  effect.  This  Agreement  may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which  together,  when  executed  and  delivered by facsimile or .pdf
copies, shall constitute one and the same instrument.

***************

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<PAGE>



     Please  indicate  your  agreement to the  foregoing by signing in the space
provided  below,  whereupon  this  Agreement  shall  become a binding  agreement
between us.


                                                   FEARLESS INTERNATIONAL, INC.


                                                   BY:
                                                   -----------------------------
                                                   Name:
                                                   Title:


MIDSUMMER VENTURES, LP

BY:
----------------------------
Name:
Title:

WIRE INSTRUCTIONS:
------------------

MAHONEY ASSOCIATES, INC.

BY:
----------------------------
Name:
Title:

WIRE INSTRUCTIONS:
------------------

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                                   SCHEDULE I
                                   ----------

-------------------------   -------------------------   ------------------------
Name                        Previously Outstanding      Amended Outstanding
                            Principal Amount            Principal Amount
-------------------------   -------------------------   ------------------------
Midsummer Ventures LP       $360,000                    $427,500
-------------------------   -------------------------   ------------------------
Mahoney Associates, Inc.    $360,000                    $427,500
-------------------------   -------------------------   ------------------------


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