ex10_7.htm


    
      

    

    
      Exhibit
10.7


    

    
      


    

    
      AMENDMENT
NUMBER 5


    

    
      TO


    

    
      SECURITIES PURCHASE
AGREEMENT

    

    
      


    

    
      THIS IS
AMENDMENT NUMBER 5 (the “Amendment") being executed and delivered by and between
Rapid Link, Inc., formerly known as Dial-Thru International Corporation, a
Delaware corporation ("Rapid"), and Global Capital Funding Group, L.P., a
Delaware limited partnership ("GCFG"), and dated as of June 30, 2008, in order
to amend that certain $1,250,000 Principal Amount 10% Convertible Debenture
between Rapid and GCFG dated as of November 8, 2002, as amended by Amendment
Number 1 dated as of June 1, 2005 and as further amended by Amendment Number 2,
dated September 14, 2006, as further amended by Amendment Number 3 dated as of
October 3, 2006 , as further amended by Amendment Number 4 dated as of January
30, 2007 (the “Securities Purchase Agreement”), in consideration of the mutual
promises contained in the 10.08% Convertible Debenture and in this Amendment and
other good and valuable consideration (the sufficiency, mutuality and adequacy
of which are hereby acknowledged), hereby agree as follows:

    

    
      


    

    
      1.  Amendment of ability to sell
stock for the next two years. Upon payment by Rapid of the outstanding
principal balance of $420,000.00 in accordance with the Subordination Agreement
dated March 31, 2008, GCFG will be restricted from the selling of any shares of
Rapid Link common stock for a period of two years from the effective date of
this amendment.

    

    
      


    

    
      2.  Confirmation that there is
no default under this note. As of the date hereof, no default has been
declared under this note by GCFG.

    

    
      


    

    
      3.  Confirmation of
Balance. It is agreed that upon payment of $420,000.00, that there will
be no additional cash monies owed to GCFG from Rapid. The remaining balance of
$180,000 shall be converted into Rapid common shares in accordance with the
conversion notice previously issued by GCFG, which shares will be governed by
the terms of the note, all of its amendments and the Subordination Agreement
dated March 31, 2008.

    

    
      


    

    
      4.  No Other Effect on the 10%
Convertible Debenture. Except as amended by this Amendment and prior
amendments and agreements to this same note, the 10.08 % Convertible Debenture
remains in full force and effect.

    

    
      


    

    
      5.  Effective Date. This
Amendment is effective June 30, 2008.

    

    
      


    

    
      6.  Miscellaneous.

    

    
      


    

    
      (a)  Captions; Certain
Definitions. Titles and captions of or in this Amendment are inserted
only as a matter of convenience and for reference and in no way define, limit,
extend or describe the scope of this Amendment or the intent of any of its
provisions. The parties to this Amendment agree to all definitions in this
statement of the parties to this Amendment. A capitalized term in this Amendment
has the same meaning as it has as a capitalized term in the 10.08% Convertible
Debenture unless the context clearly indicates to the
contrary.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      (b)  Controlling Law. This
Amendment is governed by, and shall be construed and enforced in accordance with
the laws of the State of Delaware (except the laws of that jurisdiction that
would render such choice of laws ineffective).

    

    
      


    

    
      (c)  Counterparts. This
Amendment may be executed in one or more counterparts (one counterpart
reflecting the signatures of all parties), each of which shall be deemed to be
an original, and it shall not be necessary in making proof of this Amendment or
its terms to account for more than one of such counterparts. This Amendment may
be executed by each party upon a separate copy, and one or more execution pages
may be detached from a copy of this Amendment and attached to another copy in
order to form one or more counterparts.

    

    
      


    

    
      


    

    
      Signature
Page Follows

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      DULY
EXECUTED and delivered by GCFG and the Company, as of the effective date set
forth above.

    

    
      


    

    


    
      	
              
                GCFG:

              

            	
              
                Global
      Capital Funding Group, L. P.

              

            
	 
      	
              
                By:
      Global Capital Management Services, Inc., its General
      Partner

              

            
	 
      	 
      
	 
      	
              
                By:

              

            	
              
                /s/
      Lewis N. Lester

              

            
	 
      	
              
                Name:

              

            	
              
                Lewis
      N. Lester

              

            
	 
      	
              
                Title:

              

            	
              
                President

              

            
	 
      	 
      
	 
      	 
      
	
              
                Company:

              

            	
              
                Rapid
      Link Incorporated

              

            
	 
      	 
      
	 
      	 
      
	 
      	
              
                By:

              

            	 
      
	 
      	
              
                Name:

              

            	 
      
	 
      	
              
                Title:

              

            	 
      


    

    
      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

    

    
      DULY
EXECUTED and delivered by GCFG and the Company, as of the effective date set
forth above.

    

    
      


    

    


    
      	
              
                GCFG:

              

            	
              
                Global
      Capital Funding Group, L. P.

              

            
	 
      	
              
                By:
      Global Capital Management Services, Inc., its General
      Partner

              

            
	 
      	 
      
	 
      	
              
                By:

              

            	 
      
	 
      	
              
                Name:

              

            	
              
                Lewis
      N. Lester

              

            
	 
      	
              
                Title:

              

            	
              
                President

              

            
	 
      	 
      
	 
      	 
      
	
              
                Company:

              

            	
              
                Rapid
      Link Incorporated

              

            
	 
      	 
      
	 
      	 
      
	 
      	
              
                By:

              

            	
              
                /s/
      Chris Canfield

              

            
	 
      	
              
                Name:

              

            	
              
                Chris
      Canfield

              

            
	 
      	
              
                Title:

              

            	
              
                CFO

              

            


    

    
      


    

    
      


    

    
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