Exhibit 10.2


AMENDMENT TO REGISTRATION RIGHTS AGREEMENT


 


This Amendment to Registration Rights Agreement, dated as of November 7, 2006, shall serve to amend the Registration Rights Agreement, dated as of August 8, 2006 (as amended, the “Agreement”), by and among Protocall Technologies Incorporated, a Nevada corporation, with its headquarters located at 47 Mall Drive, Commack, New York 11725, and each of the Initial Investors set forth in the Agreement.  Capitalized terms used herein shall be as defined in the Agreement.


1.            Notwithstanding anything in the Agreement to the contrary, the “Filing Date” shall be November 17, 2006.


2.            Notwithstanding anything in the Agreement to the contrary, the “Effectiveness Deadline” shall be January 5, 2007.


3.            Notwithstanding anything in the Agreement to the contrary, the Company will register for resale in the Registration Statement (as defined in the Agreement) an aggregate of 22,000,000 shares, which shares shall be allocated to each Investor (as defined in the Agreement) on a pro rata basis, with additional shares to be registered by the Company on subsequent Registration Statements as soon as practicable following the receipt of a demand for registration therefor executed by a majority-in-interest of the Investors.



	
             
  	
            4.
 	
            All other provisions of the Agreement shall remain in full force and effect.
 



 


[Signature Pages Follow]



 


 



















 


 



ACCEPTED AND AGREED:


PROTOCALL TECHNOLOGIES INCORPORATED


By: /s/ Bruce Newman                                          
                  



	
             
 	
            Bruce Newman
 	
             

	
             
 	
            Chief Executive Officer
 



 


 


AJW PARTNERS, LLC


By:  SMS Group, LLC


By: /s/ Corey S. Ribotsky                                          
              



	
             
 	
            Corey S. Ribotsky
 
	
             
 	
            Manager
 	
             




 


 


AJW OFFSHORE, LTD.


By:  First Street Manager II, LLC


By: /s/ Corey S. Ribotsky                                          
              



	
             
 	
            Corey S. Ribotsky
 
	
             
 	
            Manager
 	
             




 


 


AJW QUALIFIED PARTNERS, LLC


By:  AJW Manager, LLC


By:/s/ Corey S. Ribotsky                                          
                                      



	
             
 	
            Corey S. Ribotsky
 
	
             
 	
            Manager
 	
             




 


 


NEW MILLENNIUM CAPITAL


PARTNERS II, LLC


By:  First Street Manager II, LLC


By: /s/ Corey S. Ribotsky                                          
              



	
             
 	
            Corey S. Ribotsky
 
	
             
 	
            Manager
 	
             




 


 


2


 


 


















 



 


HARBORVIEW MASTER FUND, LP


By: /s/ Jonno Elliot                                          
                        



	
             
 	
            Name:
 	
            Jonno Elliot
 
	
             
 	
            Title:
 	
            Manager
 	
             




 


By: /s/ Peter Cooper                                          
                      



	
             
 	
            Name:
 	
            Peter Cooper
 
	
             
 	
            Title:
 	
            Manager
 	
             




 


 


PLATINUM PARTNERS LONG TERM GROWTH FUND V



By: /s/ Mark Nordlicht                                          
                  



	
             
 	
            Name:
 	
            Mark Nordlicht
 	
             

	
             
 	
            Title:
 	
            General Manager
 



 


 


MONARCH CAPITAL FUND LTD.


By: /s/ Jonno Elliot                                          
                        



	
             
 	
            Name:
 	
            Jonno Elliot
 
	
             
 	
            Title:
 	
            Manager
 	
             




 


By: /s/ Peter Cooper                                          
                      



	
             
 	
            Name:
 	
            Peter Cooper
 
	
             
 	
            Title:
 	
            Manager
 	
             




 



 


 


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