Unassociated Document


    EMTA
      HOLDINGS, INC.

    7320
      East Butherus, Suite 206

    Scottsdale,
      AZ 85260

    
 

    August
      9,
      2006

    


    


    AJW
      Partners, LLC

    New
      Millennium Capital Partners II, LLC

    AJW
      Offshore, Ltd. 

    AJW
      Qualified Partners, LLC

    1044
      Northern Boulevard

    Suite
      302

    Roslyn,
      New York 11576

    


    Re:  EMTA
      Holdings, Inc. (the “Company”) –

    Amendment
      of Warrants

     

    Ladies
      and Gentlemen:

     

    This
      letter sets forth the agreement of the parties hereto to amend the exercise
      price of certain warrants, which are convertible into shares of the Company’s
      common stock, par value $.001 per share (the “Common
      Stock”),
      originally issued by the Company to the investors listed in the signature pages
      hereto (collectively, the “Investors”),
      on
      April 28, 2006 ( the “Warrants”).

     

    By
      execution hereof, for good and valuable consideration the receipt and
      sufficiency of which is hereby acknowledged, the parties hereto agree
      that:

     

    
      	1.  	
              The
                exercise price shall be adjusted as follows: In the event the closing
                price for the Common Stock closed below $2.50 after such time as
                the
                Registration Statement is declared effective, the warrant exercise
                price
                shall be ratcheted down in the following manner: fifteen (15) business
                days after the Registration Statement is declared effective the exercise
                price shall become 125% of the trailing 5 day VWAP; thirty (30) business
                days after the Registration Statement is declared effective the exercise
                price shall become 125% of the trailing 5 day VWAP; forty-five (45)
                business days after the Registration Statement is declared effective
                the
                exercise price shall become 125% of the trailing 5 day VWAP; and
                sixty
                (60) business days after the Registration Statement is declared effective
                the exercise price shall become 125% of the trailing 5 day VWAP.
                Notwithstanding anything herein to the contrary, in the event the
                Common
                Stock is trading above $2.00 at any time during these periods, the
                exercise price shall remain $2.50 and not be subject to any change
                whatsoever.

            


    

     

    
      
         

      

      
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      	2.  	
              The
                Warrants are hereby amended in accordance with the foregoing
                provision. All
                other provisions of the Warrants, as amended from time to time, shall
                remain in full force and effect.

            


    

     

    The
      parties shall do and perform, or cause to be done and performed, all such
      further acts and things, and shall execute and deliver all such other
      agreements, certificates, instruments and documents, as the other parties hereto
      may reasonably request in order to carry out the intent an accomplish the
      purposes of this letter agreement, including without limitation the issuance
      of
      amended Notes.

     

    
      
         

      

      
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    Please
      signify your agreement with the foregoing by signing a copy of this letter
      where
      indicated and returning it to the undersigned.

     

    


     

    Sincerely,

    


    EMTA
      HOLDINGS, INC.

    


    


    _______________________________

    Edmond
      L.
      Lonergan

    Chief
      Executive Officer

    ACCEPTED
      AND AGREED:

     

    AJW
      PARTNERS, LLC.

    By:
      SMS
      GROUP, LLC

     

    _____________________________

    Corey
      S.
      Ribotsky, Manager

     

    


    NEW
      MILLENNIUM CAPITAL PARTNERS II, LLC

    By:
      FIRST
      STREET MANAGER II, LLC,

    


    _____________________________

    Corey
      S.
      Ribotsky, Manager

    


    


    AJW
      OFFSHORE, LTD.

    By:
      FIRST
      STREET MANAGER II, LLC

    


    ______________________________
      

    Corey
      S.
      Ribotsky, Manager

    
 

    AJW
      QUALIFIED PARTNERS, LLC

    By:
      AJW
      MANAGER, LLC

    


    ______________________________
      

    Corey
      S.
      Ribotsky, Manager

     

    
      
         

      

      
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