ex10_8.htm


    
      
        

      

    

    
      Exhibit
10.8

       

      AMENDMENT NUMBER 6

    

    
      TO 6%
CONVERTIBLE DEBENTURE

    

    
      ISSUED
PURSUANT TO THAT CERTAIN

    

    
      SECURITIES
PURCHASE AGREEMENT DATED AS OF JULY 24, 2003

    

    
      


    

    
      THIS IS
AMENDMENT Number 6 ("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 amend that certain $574,597.22 Principal
Amount 6% Convertible Debenture of the Company in favor of GCA and dated as of
January 3, 2004, (the "6% Convertible Debenture") as amended by Amendment Number
1 dated as of November 8, 2004, and as further amended by Amendment Number 2
dated as of January 10, 2005, and as further amended by Amendment Number 3 dated
as of September 14, 2006, and as further amended by Amendment Number 4 dated as
of October 31, 2007, and as further amended by Amendment Number 5 dated as of
March 31, 2008, by which GCA and the Company, in consideration of the mutual
promises contained in the 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.

    

    
       

      4. 
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 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
      Invesetment 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:	/s/ Lewis N.
      Lester
	 	 	Name:	Lewis N.
      Lester
	 	 	Title:	Director
	 	 	 	 
	 	 	 	 
	Company	 	Rapid Link
      Incorporated
	 	 	 	 
	 	 	By:	/s/ Chris
      Canfield
	 	 	Name:	Chris
    Canfield
	 	 	Title:	CFO


            

             

            
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