EXHIBIT 10.4
INTRAC, INC.
131 West 35th Street
New York, New York
July 30, 2002
Rosebury Investments, Ltd.,
c/o Que Management. Inc.
180 Varick Street, 13th Floor
New York, NY 10014
Ladies and Gentlemen:
This letter will confirm our agreement concerning the 8 % Series SPA Senior Subordinated Convertible
Redeemable Debentures due November 30, 2003, of Intrac, Inc., a Nevada corporation ("Intrac"), in an
aggregate principal face amount of approximately $300,000.00 ("Debentures"), which you currently are in the
process of acquiring. Section 4(a) of the Debentures currently provides that the holder is entitled, at its option, at
any time immediately following execution and delivery of the Debenture to convert all or any of the amount over
$5,000 into freely tradable shares of common stock of Intrac. The conversion price for each share of common
stock is 50% of the lowest closing bid price of the common stock as reported on the OTC Electronic Bulletin
Board or any exchange on which Intrac's shares are traded. Pursuant to this letter agreement, Intrac and you
agree to an amendment to the terms of the Debentures.
First, the parties hereto agree that the Debentures cannot be converted until such time as Intrac has entered into a
merger or reorganization with a company which has an operating business, on such terms and conditions as the
board of directors of Intrac shall agree and approve. Moreover, the parties hereto agree that at such time as the
Debentures are converted, the entire amount outstanding under the Debentures, including accrued but unpaid
dividends through the date of conversion, will convert into 3,600,000 shares of Intrac or the company to survive
upon consummation of the merger or reorganization.
Notwithstanding the foregoing, the undersigned understand and acknowledge that, based on the valuation of the
company which Intrac intends to acquire through merger or reorganization and no such entity is currently
identified) the terms of the Debentures, including the numb