Exhibit 4.91


    
      
        

          Exhibit
            4.91

           

          PACIFICAP
            ENTERTAINMENT HOLDINGS, INC.

           

          12268
            Via Latina

           

          Del
            Mar, CA 92914

           

          


          


          


          January
            23, 2006

          


          


          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: Pacificap
            Entertainment Holdings, Inc. (the “Company”) -

           

          Amendment
            of Notes

           

          Ladies
            and Gentlemen:

           

          This
            letter sets forth the agreement of the parties hereto to amend the conversion
            price of all outstanding notes, which are convertible into shares of
            the
            Company’s common stock, par value $.001 per share (the “Common
            Stock”),
            originally issued by the Company to the investors listed in the signature
            pages
            hereto dated June 10, 2004, July 13, 2004, July 20, 2004, December 17,
            2004,
            June 1, 2005, July 1, 2005, August 1, 2005, September 1, 2005 and September
            19,
            2005 (collectively, the “Investors”)
            (individually, the “Note”).

           

          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 each of the Debt Instruments)
                    shall
                    be 30%.

                


           

          	2.  	
                  The
                    Notes are hereby amended in accordance with the foregoing
                    provision. All
                    other provisions of the Notes, as amended from time to time,
                    shall remain
                    in full force and effect.

                


           

          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,

          


          PACIFICAP
            ENTERTAINMENT HOLDINGS, INC.

          


          


          /s/
            EDWARD LITWAK

          Edward
            Litwak

          President

          ACCEPTED
            AND AGREED:

           

          AJW
            PARTNERS, LLC.

           

          By:
            SMS
            GROUP, LLC

           

          /s/
            COREY S. RIBOTKSY

           

          Corey
            S.
            Ribotsky, Manager

           

          


          NEW
            MILLENNIUM CAPITAL PARTNERS II, LLC

          By:
            FIRST
            STREET MANAGER II, LLC,

          


          /s/
            COREY S. RIBOTKSY

          Corey
            S.
            Ribotsky, Manager

          


          


          AJW
            OFFSHORE, LTD.

          By:
            FIRST
            STREET MANAGER II, LLC

          


          /s/
            COREY S. RIBOTKSY

          Corey
            S.
            Ribotsky, Manager

          


          AJW
            QUALIFIED PARTNERS, LLC

          By:
            AJW
            MANAGER, LLC

          


          /s/
            COREY S. RIBOTKSY

          Corey
            S.
            Ribotsky, Manager