February 7, 2002









EXHIBIT 4.16




 




February 7, 2002




 




Patrick Loche c/o Gerald C. Allen




5858 Westheimer, Suite 708




Houston, TX 77057




 




John Paul Deloria




P.O. Box 3454 D




Las Vegas, NV 89133




 




Fleck T.I.M.E. Fund, LP




289 Greenwich Avenue




Greenwich, CT 06830




Attn: Kathryn Fleck




 




Gentlemen:




 




EpicEdge, Inc. (“EpicEdge”) would like to

inform you of renegotiated terms, which will allow EpicEdge to complete the

funding contemplated in our June 21, 2001 letter agreement (the “Letter

Agreement”).  In light of EpicEdge’s

need to satisfy immediate cash requirements, EpicEdge has worked with Edgewater

to produce what we hope will be mutually beneficial terms to all parties.




 




Please review the enclosed updated Memorandum

of Terms and the associated exhibits. 

The differences in the negotiated terms from those contemplated in the

Letter Agreement include, but are not limited to:




 




1)     An increase in the preference payout rate

for the Preferred A and B shares from 2.5 to 2.75, which will increase to 3 if

a liquidity event is not realized within 24 months.




2)     The conversion rate on the Preferred B

shares will remain at $.25, however, the Preferred B shares now also have the

option of receiving the preference payout and participating with the common

shares at a conversion rate of $.75.




3)     In light of these enhancements, the

cumulative dividend has been removed.




4)     The bonus pool available to employees will

start at an equity value of $12,000,000.




5)     The value of the bonus pool was decreased

to 10% of the preference value at $12,000,000, but will increase to 20%

incrementally as the equity value approaches $20 million, and remain at 20%

above this value.




6)     The Preferred A and B preference payout

will now be pari passu with each other.




7)     There will be no board participation from

the Allen Group.




8)     The Allen group will be released from its

obligation to provide a minimum of $950,000 in additional funding.




 




Each of you hereby agree to (a) be bound by

the terms of the attached Memorandum of Terms and the exhibits thereto, (b)

terminate the Letter Agreement, and (c) cancel and




 





























 




June

21, 2001




 




Mr. John Paul Deloria




P.O. Box 3454 D




Las Vegas, Nevada 89133




 




Fleck T.I.M.E. Fund, LP




289 Greenwich Avenue




Greenwich, Connecticut 06830




 




Gentlemen:




 




This letter agreement (the

“Agreement”) is by and among John Paul Deloria (“Deloria”), Fleck T.I.M.E.

Fund, LP (“Fleck”), (together, the “Lenders”), and EpicEdge, Inc., (the

“Company”), collectively the “Parties”.




 




The Lenders have agreed to

provide the Company an initial funding in the amount of $800,000, pursuant to

the Secured Promissory Note attached hereto as Exhibits “A” (the “Initial

Funding”).




 




As security for the Initial

Funding, the Company hereby grants to the Lenders a continuing security

interest in the assets of the Company subject only to that certain lien held by

GE Access, and to file documents perfecting such lien as soon as possible.




 




The Lenders have agreed to

provide the Company subsequent funding (the “Subsequent Funding”) for an

aggregate loan of up to $3,000,000, but not less than $2,000,000 pursuant to

the following documents to be negotiated by the parties:




 




1.             Convertible Secured

Loan Agreement




2.             Convertible Note




3.             Certificate of

Designation for Series A Preferred Stock




4.             Registration Rights

Agreement




 




Lenders may arrange for any portion of such

funding from additional parties acceptable to the Company.




 




Such documents shall contain

the terms set forth on Exhibit “B” attached hereto and made a part hereof for

all purposes, and any additional terms agreed upon by the parties.  It is the intention of the Parties that the

Secured Promissory Note evidencing the Initial Funding shall be rolled into the

Convertible Secured Bridge Loan Agreement and a new covertible Note evidencing

the Initial funding shall be issued.




 




The validity, construction

and effect of this Agreement and its enforcement shall be determined by the

laws of the State of Texas.




 





























 




Should any provision of this

Agreement be or become invalid or unenforceable, the remaining provisions of

this Agreement shall continue to be fully effective.




 




This Agreement, and the

other documents referred to herein, contain the entire understanding of the

parties hereto in respect of its subject matter and supersedes all prior and

contemporaneous agreement and understandings, oral and written, between the

parties with respect to such subject matter.




 




This Agreement may be

executed in any number of counterparts, each of which when so executed and

delivered, shall be an original, but all such counterparts shall together

constitute one and the same instrument. 

One or more counterparts of this Agreement may be delivered by

facsimile, with the intention that delivery by such means shall have the same

effect as delivery of an original counterpart thereof.




 




Please confirm your

agreement to the foregoing by signing below.




 




	

   


  	

   


  	

  Very truly yours,


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  /s/ Richard Carter


  
	

   


  	

   


  	

  Richard Carter


  
	

   


  	

   


  	

  Chief Executive Officer


  
	

   


  	

   


  	

   


  
	

  ACCEPTED AND AGREED as of

  the date first 


  above written


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  /s/ John Paul Deloria


  	

   


  	

   


  	

   


  
	

  John Paul Deloria


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Fleck T.I.M.E. Fund, LP


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By: 


  	

  [ILLEGIBLE]


  	

   


  	

   


  	

   


  
	

  Its: 


  	

  CEO