ex10_9.htm


    
      

    

    Exhibit 10.9

     

    AMENDMENT
NUMBER 7

    TO 6%
CONVERTIBLE DEBENTURE

    ISSUED
PURSUANT TO THAT CERTAIN

    SECURITIES PURCHASE
AGREEMENT DATED AS OF JANUARY 28, 2002

     

    THIS IS
AMENDMENT Number 7 ("this Amendment") that is being executed and delivered by
and between GCA Strategic Investment Fund Limited, a Bermuda corporation ("GCA")
and Rapid Link Incorporated, formerly known as Dial-Thru International
Corporation, a Delaware corporation (the "Company"), and dated effective as of
the date set forth herein, in order to further amend that certain $550,000
Principal Amount 6% Convertible Debenture of the Company in favor of GCA and
dated as of January 28, 2002, (the "2002 6% Convertible Debenture") as amended
by Amendment Number 1 dated effective as of January 28, 2003, and as further
amended by Amendment Number 2 dated effective as of November 8, 2004, and as
further amended by Amendment Number 3 dated effective as of January 10, 2005,
and as further amended by Amendment Number 4 dated effective as of September 14,
2006, and as further amended by Amendment Number 5 dated effective as of October
31, 2007, and as further amended by Amendment Number 6 dated effective as of
March 31, 2008, by which GCA and the Company, in consideration of the mutual
promises contained in the 2002 6% 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 conversion
right and the ability to sell stock for the next two years. Upon payment
by Rapid of the outstanding principal balance due of $420,000.00 on its 10.08%
note, GCA will be restricted from the selling of any shares of Rapid Link stock
for a period of two years from the date of this amendment.

     

    2.  Confirmation that there is
no default under this note. As of the effective date, GCA has not
declared any default under this note by Rapid Link.

     

    3.  Confirmation of
Balance. It is agreed that no change in the principal balance outstanding
of this note has occurred subsequent to the last amendment and that the only
period of interest outstanding is through the last interest period prior to the
date of this amendment.

     

    4.  No Other Effect on the 6%
Convertible Debenture. Except as amended by this Amendment and prior
amendments to this same note, the 6 % 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 2002 6% 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 GCA and the Company, as of the effective date set
forth above.

     

    
      	
              GCA:

            	
              GCA
      Strategic Investment Fund Limited

            
	 
      	 
      
	 
      	 
      
	 
      	
              By: /s/ Lewis N.
      Lester                                          
      

            
	 
      	
              Name:
      Lewis N. Lester

            
	 
      	
              Title:
      Director

            


    

    


    


    
      	
              Company:

            	
              Rapid
      Link Incorporated

            
	 
      	 
      
	 
      	 
      
	 	By:
      ________________________________
	 	Name:
      ______________________________
	 	Title:
      _______________________________


    

    


    


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

    


    
      	
              GCA:

            	
              GCA
      Strategic Investment Fund Limited

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:
      ________________________________

            
	 
      	
              Name:
      Lewis N. Lester

            
	 
      	
              Title:
      Director

            


    

    


    


    
      	
              Company:

            	
              Rapid
      Link Incorporated

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:
      /s/ Chris
      Canfield                                            

            
	 
      	
              Name:
      Chris
      Canfield                                             
      

            
	 
      	
              Title:
      CFO                                                         
            

            


    

    


    


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