ex4-9.htm


     

    Exhibit
4.9

    


    Digital
Lifestyles Group, Inc.

    649
Sparta Highway, Suite 102

    Crossville,
TN 38555

    


    


    As of May
1, 2009

    


    Mr. Dan
Page

    Post
Office Box 574

    Crossville,
TN 38557

    


    
      	
              Re: 

            	
              Digital
      Lifestyles Group, Inc. (the
“Company”)

            


    

    Second
Amendment to Convertible Line of Credit Note Agreement

    


    Dear Mr.
Page:

    


    Reference is hereby made to that
certain Convertible Line of Credit Note Agreement dated as of April 23,
2007 by and among the Company and you, as amended by the First Amendment dated
September 27, 2008 (collectively, the “Note”). 

    


    As of the date hereof, the Company owes
you principal pursuant to the terms of the Note the aggregate amount of $339,750
(the “Outstanding Amount”), which such amount was due on April 23, 2008.
 You hereby agree to amend the Note to (i) provide up to an additional
$50,000 in financing to the Company (the “Additional Amount”) at such time, and
in such amounts, as may be requested from time to time by the Company, and (ii)
extend the due date of the Note, including the Additional Amount made available
pursuant to this Second Amendment, to December 31, 2009.  In
consideration of this Additional Amount, the Company agrees to set the
conversion price at $0.12 per share of the Company’s common stock as it relates
to this Additional Amount only.  As additional consideration, the Company
further agrees to issue you a warrant to purchase shares of common stock, the
number of which shall be equal to 20% of the total share amount issued upon
conversion of the Additional Amount of the Note, with an exercise price of $0.12
per share.  The warrant will expire four years from the date of issuance,
which shall be deemed to be on the earlier of (i) the maturity date of the Note;
(ii) the date on which the funds are advanced in full and owing to the
Company; or (iii) the date on which the Company elects to pay off the Note
in full during the term.  In connection with both the Note and the warrant,
the Company will enter into a registration rights agreement with you whereby the
Company will agree to register for resale the shares underlying the Note and the
warrants.

    


    All other terms and conditions as set
forth in the Note shall remain the same.

    


    This Second Amendment may not be
amended or waived except by an instrument in writing signed by the Company and
you.  This Second Amendment may be executed in any number of counterparts,
each of which shall be an original and all of which, when taken together, shall
constitute one agreement.  Delivery of an executed signature page of this
Second Amendment by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof or thereof, as the case may be. This Second
Amendment shall be governed by, and construed in accordance with, the laws of
the State of Tennessee.  This Second Amendment sets forth the entire
agreement between the parties hereto as to the matters set forth herein and
supersede all prior communications, written or oral, with respect to the matters
herein.

    


    


    Digital Lifestyles Group,
Inc.

    By: /s/ Ken
Page

    Ken Page, Chief Executive
Officer

    


    The
foregoing terms are agreed to as of

    the day
and date above.

    


    /s/ Dan
Page

    Dan
Page