WAIVER
      AND AMENDMENT





THIS
      WAIVER AND AMENDMENT ("Waiver") is made and entered into as of this ___th day
      of
      September 2006, by and among InterLink Global Corporation, a Nevada corporation
      (the "Company"), and the undersigned lenders pursuant to the Notes (as defined
      below).





RECITALS





WHEREAS,
      reference is made to that certain Series A Convertible Note issued by the
      Company to the Lenders in the principal amount of $2,000,000 dated as of
      November 29, 2005 (“Series A Note”) and Series B Convertible Notes dated as of
      February 28, 2006 in the aggregate amount of $1,297,550 (the Series B Notes,
      and
      together with the Series A Note, the "Notes");





WHEREAS,
      the Company issued Series D, E and F warrants in connection with the Series
      B
      Notes that have an exercise price of $1.50, $2.25 and $3.25, respectively
      (“Warrants”);





WHEREAS,
      Section 1.3 of the Notes provides that the Company to pay 1/14th of the
      outstanding principal and interest each month starting with the fifth month
      after the issuance of such Note in either cash or registered Company common
      stock (“Amortization Payment”);





WHEREAS,
      the Company and Lenders previously agreed verbally that the Amortization
      Payments under the Notes would commence on July 28, 2006.





WHEREAS,
      the Company and Lenders intend to delay the payment of such payments for six
      months until January 28 2007; provided, that, the exercise price of the Series
      D, E and F warrants are reduced to $1.05 per share;





WHEREAS,
      the Lenders are also willing to agree to a lock-up provision in which they
      agree
      not to sell the shares of Company common stock underlying the Warrants (“Warrant
      Shares”) until at least 4 months after the registration statement registering
      the Warrant Shares has been declared effective; and





WHEREAS,
      the undersigned Lenders holds at least a majority of the Convertible
      Notes;





NOW,
      THEREFORE, in consideration of the foregoing recitals and the mutual agreements
      herein contained and for other good and valuable consideration, the Company
      and
      each Lender, with respect to only the Notes such Lender holds, hereto agree
      as
      follows:









1.
      WAIVER.





(a)  The
      Lender waives the Company’s failure to pay the Amortization Payment for all
      periods prior to the date of this Agreement, and agrees to delay the next
      Amortization Payment for the next six months such that the Amortization Payment
      will be due and payable to Lender on January 28, 2007 and each month
      thereafter.





(b)  The
      exercise price of each Series D, E and F Warrant held by the Lender shall be
      decreased from its current exercise price of either $1.50, $2.25 and $3.50,
      respectively, to the new exercise price of $1.05 per share.





(c)  The
      Lender agrees it will not sell any of the Warrant Shares until the fourth month
      after the Registration Statement registering the Warrant Shares has been
      declared effective.




2.
      CONFLICTS. Except as expressly set forth in this Waiver, the terms and
      provisions of the Notes shall continue unmodified and in full force and effect.
      In the event of any conflict between this Waiver and the Notes, this Waiver
      shall control.





3.
      GOVERNING LAW. This Waiver shall be governed and construed under the laws of
      the
      State of New York, and shall be binding on and shall inure to the benefit of
      the
      parties and their respective successors and permitted assigns.





4.
      COUNTERPARTS. This Waiver may be executed in any number of counterparts, each
      of
      which shall be an original, but all of which together shall constitute one
      instrument.




[Remainder
      of page left blank intentionally.]





IN
      WITNESS WHEREOF, the parties hereto have executed this Waiver and Amendment
      as
      of the date first set forth above.





COMPANY:


InterLink
      Global Corporation








By:
      _____________________________


Name:
      Anastasios Kyriakides


Title:
      Chief Executive Officer





LENDER:





Name:_____________________________





Signature:__________________________





If
      Lender
      is a corporation, partnership,


limited
      liability company, trust or other


non-natural
      person:





Name
      of


signing
      person:______________________





Title:______________________________