exhibit_4-8.htm


    
      

    

    EXHIBIT
4.8

     

    CAMELOT
ENTERTAINMENT GROUP, INC.

    130
VANTIS, SUITE 140

    ALISO
VIEJO, CA 92656

     

    July
31, 2008

     

    AJW Partners,
LLC

    New Millenium Capital
Partners II, LLC

    AJW Offshore,
Ltd.

    AJW Qualified Partners,
LLC

    AJW Master Fund,
Ltd.

    1044 Northern
Boulevard

    Suite 302

    Roslyn, New York
11576

     

    
      	 	
              Re:

            	
              Camelot
      Entertainment Group, Inc. (the "Company") -

              
                Amendment
      of Note:

              

            


    

     

    Ladies and
Gentlemen:

     

    This letter sets forth the
agreement of the parties hereto to amend all of the Notes, which are convertible
into shares of the Company's common stock, par value $.001 per share, ever
issued by the Company to the investors listed in the signature pages hereto
(collectively, the "Investors")(the
"Notes").

     

    By execution hereof, for
good and valuable consideration the receipt and sufficiency of which is
hereby  acknowledged, the parties hereto agree that:

     

    
      	 	
              1.

            	
              The Interest Rate
      (as defined in the Notes), effective as of January 1, 2008, shall be
      10%.

            


    

     

    
      	 	
              2.

            	
              The Applicable
      Percentage (as defined in the Notes) shall be
  50%.

            


    

     

    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, and
instruments and documents, as the other parties hereto may reasonably request in
order to carry out the intent and 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,	 
	 	 	 
	 	CAMELOT ENTERTAINMENT GROUP,
      INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Robert
      P. Atwell	 
	 	 	Robert
      P. Atwell	 
	 	 	Chief
      Executive Officer	 
	 	 	 	 


      

    

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    ACCEPTED
AND AGREED:

     

    AJW
PARTNERS, LLC.

    By: SMS GROUP,
LLC

     

    
      
        	 	 	 	 	 
	
                /s/ 
      Corey S. Ribotsky

              	 	 	
                 

              	 
	
                Corey
      S. Ribotsky, Manager

              	 	 	
                 

              	 


      

    

     

     

    NEW
MILLENIUM CAPITAL PARTNERS II, LLC

    By: FIRST STREET MANAGER
II, LLC.

     

    
      
        	 	 	 	 	 
	
                /s/ 
      Corey S. Ribotsky

              	 	 	
                 

              	 
	
                Corey
      S. Ribotsky

              	 	 	
                 

              	 


      

    

     

     

    AJW
OFFSHORE, LTD.

    By: FIRST STREET MANAGER
II, LLC.

     

    
      	 	 	 	 	 
	
              /s/ 
      Corey S. Ribotsky

            	 	 	
               

            	 
	
              Corey
      S. Ribotsky

            	 	 	
               

            	 


    

     

     

    AJW
QUALIFIED PARTNERS, LLC

    By: AJW MANAGER,
LLC

     

    
      	 	 	 	 	 
	
              /s/ 
      Corey S. Ribotsky

            	 	 	
               

            	 
	
              Corey
      S. Ribotsky

            	 	 	
               

            	 


    

     

     

    AJW
MASTER FUND LTD.

    By: FIRST STREET MANAGER
II, LLC.

     

    
      	 	 	 	 	 
	
              /s/ 
      Corey S. Ribotsky

            	 	 	
               

            	 
	
              Corey
      S. Ribotsky