exhibit_10-47.htm


    
      

    

    Exhibit
      10.47

     

    

      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 2nd day of August 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 various Securities Purchase Agreements
        (each, a “Purchase Agreement”) through which the Buyer has purchased 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,
        in connection with such Purchase Agreements, the Company has also issued
        to
        Buyer various Warrants to purchase shares of the Common Stock of the Company;
        and

      


      WHEREAS,
        the Purchase Agreements, the Convertible Debentures and the Warrants are
        collectively referred to as the “Agreements”; and

      


      WHEREAS,
        through no fault of the Buyer,
        the value of the Company’s Common Stock has decreased significantly since the
        execution of the agreements; and

      


      WHEREAS
        the Company and Buyer have mutually agreed to the following amendments to
        the
        Agreements, which shall be incorporated into the Agreements as if the Agreements
        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.

              	
                Subject
                  to adjustment as set forth in Section 8 of each respective Warrant
                  and to
                  paragraph 2 of this Amendment, the exercise price of the following
                  Warrants is hereby amended in each case to seven and one half cents
                  ($0.075):

              


      

      


      
        	
                 

              	
                a)

              	
                Warrant
                  Number 113W for five hundred thousand (500,000)
                  shares,

              


      

      
        	
                 

              	
                b)

              	
                Warrant
                  Number 101WA for one million eight hundred thousand shares (1,800,000),
                  and

              


      

      
        	
                 

              	
                c)

              	
                Warrant
                  Number 108WC for five hundred thousand (500,000)
                  shares.

              


      

      


      
        	
                 

              	
                2.

              	
                If
                  after the registration of the Conversion Shares, the Common Stock
                  trades
                  above thirty cents ($0.30) per share (with such amount subject
                  to
                  adjustment as set forth in Section 8 of each respective Warrant)
                  for
                  thirty (30) consecutive trading days, the exercise price of Warrant
                  Number
                  101WA shall be increased to twenty-two and one half cents ($0.225)
                  per
                  share.

              


      

      


      
        	
                 

              	
                3.

              	
                The
                  Company additionally agrees to issue to the Buyer a warrant to
                  purchase
                  two million five hundred thousand (2,500,000) shares of Common
                  Stock at an
                  exercise price of seven and one half cents ($0.075) per
                  share.

              


      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      
        	
              	
                4.

              	
                The
                  Fixed Price of the Convertible Debenture issued on Feb. 28, 2007 in
                  the amount of $1,800,000 is amended to equal ten cents
                  ($0.10).

              


      

       

       

      
        	
                 

              	
                5.

              	
                The
                  Company agrees to pay legal fees of $1,500 to James G. Dodrill
                  II, P.A.
                  for legal services relating to preparation of this Amendment and
                  ancillary
                  documentation.

              


      

       

      
        	
                 

              	
                6.

              	
                All
                  other terms of the Agreements remain
                  unchanged.

              


      

       

      
        	
              	
                7.

              	
                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.

              


      

      


      
        	
              	8.	
                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:
                  Trafalgar Capital Sarl

              	 
	 	 	 	 Its:
                General Partner	 
	 	 	 	 	 
	
                By: 
                  /s/  Charles Jones Jr.

              	 	 	
                By: 
                  /s/  Andrew Garai

              	 
	
                Name:
                  Charles
                  Jones Jr.  

              	 	 	
                Name:
                  Andrew
                  Garai 

              	 
	
                Title:
                  President/CEO 

              	 	 	
                Title:
                  Chairman of the Board

              	 


      

       

       

       

      2