Unassociated Document


    


    Exhibit
      4.2

    


    CLICKABLE
      ENTERPRISES, INC.

    711
      South Columbus Avenue

    Mount
      Vernon, New York 10550

    (914)
      699-5190

    


    


    October
      15, 2004

    


    


    AJW
      Partners, LLC

    New
      Millennium Capital Partners II, LLC

    AJW
      Offshore, Ltd. (f/k/a AJW/New Millennium Offshore, Ltd.)

    AJW
      Qualified Partners, LLC (f/k/a Pegasus Capital Partners, LLC)

    1044
      Northern Boulevard

    Suite
      302

    Roslyn,
      New York 11576

    


    


    
      	 	
              Re:

            	
              Clickable
                Enterprises, Inc. (f/k/a Achievement Tec Holdings, Inc.)
                

            


      	 	 	(the “Company”) - Amendment of
              Debentures     


    

     

    Ladies
      and Gentlemen:

    


    This
      letter sets forth the agreement of the parties hereto to provide for (i) an
      extension of the maturity dates of certain debentures 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 (collectively, the “Investors”) in June 2001, August
      2001, May 2002, June 2003, November 2003 and January 2004 (the “Debentures”), as
      set forth on Schedule 1 attached hereto; (ii) the amendment of the conversion
      price of the Debentures; (iii) the amendment of the interest rate of the
      Debentures; and (iv) certain other agreements of the parties
      hereto.

    


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

    

      
        	 	
                2.

              	
                The
                  Maturity Date (as defined in each of the Debentures) is hereby
                  extended
                  until three (3) years from the date
                  hereof.

              


      

      
      

       

      
        	 	
                3.

              	
                The
                  Conversion Price (as defined in the Debentures) of the Debentures
                  shall
                  hereafter be calculated as
                  follows:

              


      


     

    
      
        
           

        

        
          31

          
            

          

        

        
           

        

      

    

     

    The
      Conversion Price shall be the Applicable Percentage (as defined herein)
      multiplied by the Market Price (as defined herein). “Market Price” means the
      average of the lowest three (3) Trading Prices (as defined below) for the Common
      Stock during the twenty (20) Trading Day period ending one Trading Day prior
      to
      the date the Conversion Notice is sent by the Holder to the Borrower via
      facsimile (the “Conversion Date”). “Trading Price” means, for any security as of
      any date, the intraday trading price on the Over-the-Counter Bulletin Board
      (the
“OTCBB”) as reported by a reliable reporting service mutually acceptable to and
      hereafter designated by Holders of a majority in interest of the Debentures
      and
      the Borrower or, if the OTCBB is not the principal trading market for such
      security, the intraday trading price of such security on the principal
      securities exchange or trading market where such security is listed or traded
      or, if no intraday trading price of such security is available in any of the
      foregoing manners, the average of the intraday trading prices of any market
      makers for such security that are listed in the “pink sheets” by the National
      Quotation Bureau, Inc. If the Trading Price cannot be calculated for such
      security on such date in the manner provided above, the Trading Price shall
      be
      the fair market value as mutually determined by the Borrower and the holders
      of
      a majority in interest of the Debentures being converted for which the
      calculation of the Trading Price is required in order to determine the
      Conversion Price of such Debentures. “Trading Day” shall mean any day on which
      the Common Stock is traded for any period on the OTCBB, or on the principal
      securities exchange or other securities market on which the Common Stock is
      then
      being traded. “Applicable Percentage” shall mean 50.0%. 

    

      
        	 	
                4.

              	
                The
                  interest rate applicable to the Debentures shall be eight percent
                  (8%).

              


      

      
      

       

      
        	 	
                5.

              	
                The
                  Investors hereby agree to forgive an aggregate of $250,000 in accrued
                  interest on the Debentures as set forth on Schedule
                  2
                  attached hereto.

              


      

      
      

       

      
        	 	
                6.

              	
                The
                  Company shall promptly respond to all requests by the Investors
                  for
                  conversion of the Debentures and will take, or cause to be taken,
                  any and
                  all action required by it or its counsel in connection with the
                  conversion
                  of the Debentures, including without limitation the delivery of
                  representation letters and opinion
                  letters.

              


      

      
      

       

      
        	 	
                7.

              	
                All
                  other provisions of the Debentures shall remain in full force and
                  effect.

              


      

      
      

       

      
        	 	
                8.

              	
                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
                  and
                  accomplish the purposes of this letter agreement, including without
                  limitation the issuance of amended
                  Debentures.

              


      

    

     

    
      
        	 	
                9.

              	
                Each
                  of the Debentures shall be marked to note the existence of this
                  letter or
                  to reflect the amendments contained
                  herein.

              


      

    

     

    
      
        
           

        

        
          32

          
            

          

        

        
           

        

      

    

    


    Please
      signify your agreement with the foregoing by signing a copy of this letter
      where
      indicated and returning it to the undersigned.

     

    
      	 	Sincerely, 
	 	 	 
	 	CLICKABLE
              ENTERPRISES, INC.
	 
 	 
 	 
 
	 	 	/s/ 
	 	
              

              Nicholas
                Cirillo, Jr.

            
	 	President


    

    ACCEPTED
      AND AGREED:

    


    AJW
      PARTNERS, LLC

    By:
      SMS
      GROUP, LLC

    


    


     

    Corey
      S.
      Ribotsky, Manager

    


    


    NEW
      MILLENNIUM CAPITAL PARTNERS II, LLC

    By:
      FIRST
      STREET MANAGER II, LLC,

    


    


     

    Corey
      S.
      Ribotsky, Manager

    


    


    AJW
      OFFSHORE, LTD.

    By:
      FIRST
      STREET MANAGER II, LLC

    


    


     

    Corey
      S.
      Ribotsky, Manager

    


    


    AJW
      QUALIFIED PARTNERS, LLC

    By:
      AJW
      MANAGER, LLC

    


    


     

    Corey
      S.
      Ribotsky, Manager

    


    
      
        
           

        

        
          33

          
            

          

        

        
           

        

      

    

     

    SCHEDULE
      1 - OUTSTANDING DEBENTURES

    


    
      	
               

               

              Investor

            	 	
               

              Date
                of 

              Debenture

            	 	
              Original

               Principal
                

              Amount

            	 
	
              AJW
                Partners, LLC

            	 	 	
              June
                29, 2001

            	 	
              $

            	
              398,829.30

            	 
	
              New
                Millennium Capital Partners II, LLC

            	 	 	
              June
                29, 2001

            	 	
              $

            	
              794,119.79

            	 
	
              AJW
                Partners, LLC

            	 	 	
              August
                13, 2001

            	 	
              $

            	
              125,000

            	 
	
              New
                Millennium Capital Partners II, LLC

            	 	 	
              August
                13, 2001

            	 	
              $

            	
              125,000

            	 
	
              AJW
                Partners, LLC

            	 	 	
              May
                8, 2002

            	 	
              $

            	
              37,500

            	 
	
              New
                Millennium Capital Partners II, LLC

            	 	 	
              May
                8, 2002

            	 	
              $

            	
              37,500

            	 
	
              AJW
                Offshore, Ltd.

            	 	 	
              May
                8, 2002

            	 	
              $

            	
              112,500

            	 
	
              AJW
                Qualified Partners, LLC

            	 	 	
              May
                8, 2002

            	 	
              $

            	
              112,500

            	 
	
              AJW
                Partners, LLC

            	 	 	
              June
                6, 2003

            	 	
              $

            	
              121,875

            	 
	
              AJW
                Offshore, Ltd.

            	 	 	
              June
                6, 2003

            	 	
              $

            	
              121,875

            	 
	
              AJW
                Qualified Partners, LLC

            	 	 	
              June
                6, 2003

            	 	
              $

            	
              56,250

            	 
	
              AJW
                Partners, LLC

            	 	 	
              November
                3, 2003

            	 	
              $

            	
              121,875

            	 
	
              AJW
                Offshore, Ltd.

            	 	 	
              November
                3, 2003

            	 	
              $

            	
              121,875

            	 
	
              AJW
                Qualified Partners, LLC

            	 	 	
              November
                3, 2003

            	 	
              $

            	
              56,250

            	 
	
              AJW
                Partners, LLC

            	 	 	
              January
                16, 2004

            	 	
              $

            	
              81,250

            	 
	
              AJW
                Offshore, Ltd.

            	 	 	
              January
                16, 2004

            	 	
              $

            	
              81,250

            	 
	
              AJW
                Qualified Partners, LLC

            	 	 	
              January
                16, 2004

            	 	
              $

            	
              37,500

            	 


    

     

    
      
        
           

        

        
          34

          
            

          

        

        
           

        

      

    

    


    SCHEDULE
      2 - INTEREST FORGIVEN

    


    
      	
               

               

              Investor

            	 	 	
              
              

              Date
                of 

              Debenture

            	
               

            	
               

            	
              
              

              Interest

              Forgiven

            	 
	
              AJW
                Partners, LLC

            	 	 	
              June
                29, 2001

            	 	 	 	 
	
              New
                Millennium Capital Partners II, LLC

            	 	 	
              June
                29, 2001

            	 	 	 	 
	
              AJW
                Partners, LLC

            	 	 	
              August
                13, 2001

            	 	 	 	 
	
              New
                Millennium Capital Partners II, LLC

            	 	 	
              August
                13, 2001

            	 	 	 	 
	
              AJW
                Partners, LLC

            	 	 	
              May
                8, 2002

            	 	 	 	 
	
              New
                Millennium Capital Partners II, LLC

            	 	 	
              May
                8, 2002

            	 	 	 	 
	
              AJW
                Offshore, Ltd.

            	 	 	
              May
                8, 2002

            	 	 	 	 
	
              AJW
                Qualified Partners, LLC

            	 	 	
              May
                8, 2002

            	 	 	 	 
	
              AJW
                Partners, LLC

            	 	 	
              June
                6, 2003

            	 	 	 	 
	
              AJW
                Offshore, Ltd.

            	 	 	
              June
                6, 2003

            	 	 	 	 
	
              AJW
                Qualified Partners, LLC

            	 	 	
              June
                6, 2003

            	 	 	 	 
	
              AJW
                Partners, LLC

            	 	 	
              November
                3, 2003

            	 	 	 	 
	
              AJW
                Offshore, Ltd.

            	 	 	
              November
                3, 2003

            	 	 	 	 
	
              AJW
                Qualified Partners, LLC

            	 	 	
              November
                3, 2003

            	 	 	 	 
	
              AJW
                Partners, LLC

            	 	 	
              January
                16, 2004

            	 	 	 	 
	
              AJW
                Offshore, Ltd.

            	 	 	
              January
                16, 2004

            	 	 	 	 
	
              AJW
                Qualified Partners, LLC

            	 	 	
              January
                16, 2004

            	 	 	 	 


    

     

    
      
        
           

        

        
          35