exhibit_10-22.htm


    
      

    

    Exhibit
      10.22

     

    


    Amendment
      to Securities Purchase Agreement, Secured Convertible Debenture and Security
      Agreement

    


    This
      Amendment to Securities Purchase
      Agreement, Secured Convertible Debenture  and Security Agreement
      (“Amendment”) is entered into this _21st_ day of June 2007 by and among
C-Mark International, Inc., a South Carolina
      corporation, with headquarters located at 4130 E. Van Buren, Suite 325, Phoenix,
      AZ 85008 (the “Company”), and Trafalgar Capital Specialized
      Investment Fund, Luxembourg (“Buyer”).

    


    WHEREAS,
      the Company and Buyer have executed a Securities Purchase Agreement (“Purchase
      Agreement”) and corresponding Security Agreement, (“Security Agreement”) both
      effective May 15, 2007 through which the Buyer purchased an aggregate of
      $700,000 worth of secured
      convertible debentures (the “Convertible
      Debentures”), which
      are convertible into shares of the Company’s common stock, par value $.0001 (the
“Common
      Stock”) (as converted,
      the “Conversion
      Shares”);
      and

    


    WHEREAS,
      the Company has requested that
      the terms of such Security Agreement be revised as set forth herein to
      substitute new Collateral as set forth herein; and

    


    WHEREAS,
      to induce Buyer to agree to such substitution, the Company has agreed to also
      amend the terms of the Purchase Agreement as set forth herein, and

    


    WHEREAS
      the Company and Buyer have mutually agreed to the following terms which shall
      be
      incorporated into the Purchase Agreements as if the Purchase Agreement
      originally included such terms;

    


    NOW,
      THEREFORE, in consideration of the foregoing and in consideration of the mutual
      promises set forth herein, the sufficiency of which is hereby acknowledged,
      the
      parties hereto agree as follows:

    


    
      	
               

            	
              1.

            	
              Exhibit
                A to the Security Agreement is hereby deleted in its entirety and
                replaced
                with the Exhibit A attached hereto.

            


    

    


    
      	
               

            	
              2.

            	
              Section
                4(g) of the Purchase
                Agreement is hereby amended to include the following subsection
                (iv):

            


    

    


    
      	
               

            	
              (iv)

            	
              The
                Company shall issue to the Buyer a warrant to purchase five hundred
                thousand (500,000) shares of the Company’s Common Stock for a period of
                five (5) years at an exercise price of ten cents ($0.10) per share
                (“Warrant 4”). The Company agrees to register the shares underlying
                Warrant 4 pursuant to the Investor Registration Rights
                Agreement.  Warrant 4 shall be exercised on a cash basis
                provided that the Company is not in Default and the shares underlying
                Warrant 4 and all other Warrants held by the Buyer are subject to
                an
                effective registration statement.

            


    

     

    
      	
               

            	
              3.

            	
              Section
                1.01 of the Convertible Debentures is hereby amended to delete the
                following sentence:

            


    

     

    “Upon
      the
      sixty-first (61st) day following
      the
      date hereof, the Company shall be deemed in default of this
      Debenture.”

     

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    


    And
      to insert in its place the
      following sentence:

     

    In
      the
      event the receivables are received by the Company and the Debenture is repaid
      more than sixty (60) of the date hereof, the Company shall pay to Holder an
      amount equal to ten (12.5%) of the amount of this
      Debenture.  Notwithstanding the preceding sentence, upon the
      sixty-first (61st) day following
      the
      date hereof, the Company shall be deemed in default of this
      Debenture.

     

    
      	
               

            	
              4.

            	
              The
                Company agrees to pay legal fees of $1,000 to James G. Dodrill II,
                P.A.
                for preparation of this Amendment.

            


    

     

    
      	
               

            	
              5.

            	
              All
                other terms of the Purchase Agreement, Convertible Debentures and
                the
                Security Agreement remain
                unchanged.

            


    

     

    
      	
            	
              6.

            	
              This
                Amendment may be executed in any number of counterparts, each of
                which
                when so executed shall be deemed to be an original and, all of which
                taken
                together shall constitute one and the same
                Amendment.

            


    

    


    
      	
            	
              7.

            	
              This
                Amendment shall be governed by and construed and enforced in accordance
                with and governed by the laws of the State of Florida (without giving
                effect to any conflicts or choice of law provisions thereof that
                would
                cause the application of the domestic substantive laws of any other
                jurisdiction).

            


    

    


    IN
      WITNESS WHEREOF, the parties have
      executed this Amendment to Securities Purchase Agreement as of the Date first
      set forth above.

                       

     

     

    
      	 CMark
              International, Inc.	 	 	 Trafalgar
              Capital Specialized Investment Fund,
              Luxembourg 
	 	 	 	 	 
	 	 	 	 By:
              /s/ Trafalgar Capital
              Sarl	 
	 	 	 	 Its:
              General Partner	 
	 	 	 	 	 
	
              By: 
                /s/Charles Jones Jr. 

            	 	 	
              /s/
                Andrew
                Garai

            	 
	
              Name:
                Charles
                Jones Jr. 

            	 	 	
              Name:
                Andrew
                Garai

            	 
	
              Title:
                President/CEO   

            	 	 	
              Title:
                Chairman of the Board

            	 


    

    
 

     

     

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