FIRST AMENDMENT AGREEMENT TO PROMISSORY NOTES
EXHIBIT
10.11
FIRST
AMENDMENT AGREEMENT TO
This
FIRST AMENDMENT AGREEMENT TO
PROMISSORY NOTES (this "Agreement") is made and entered on August 1, 2007,
to be
effective as of July 31, 2007 (the “Effective Date”) by and between Nano
Holdings International, Inc., a Delaware company (“Nano”) and Jenadosa Holdings
Limited (“Jenadosa”), each individually a “Party,” and collectively the
“Parties.”
WITNESSETH:
WHEREAS,
Jenadosa has
previously loaned Nano an aggregate of $154,000, including but not limited
to
$50,000 in connection with the sale of a promissory note on November 20, 2005,
$50,000 in connection with the sale of another promissory note on February
14,
2006, $5,000 in connection with the sale of a third promissory note on August
21, 2006, $7,000 in connection with the sale of a fourth promissory note on
September 20, 2006, and $15,000 in connection with the sale of a fifth
promissory note on October 13, 2006 (collectively the “Notes,” copies of which
are attached hereto as Exhibits A through E);
WHEREAS,
the Notes were due in full on July 31, 2007, together with any accrued and
unpaid interest (the “Maturity Date”);
WHEREAS,
any amounts not paid on the Notes when due were to bear interest at the rate
of
15% per annum until paid (“Default Interest”);
WHEREAS,
Nano has not generated as much revenue as it had originally anticipated, and
as
such has been unable to pay down the Notes, and/or repay the Notes on the
Maturity Date; and
WHEREAS,
the Parties desire to amend the terms of the Notes to extend such Maturity
Date
as set forth below.
NOW,
THEREFORE, in
consideration of the mutual covenants contained herein, and for other good
and
valuable consideration, including $10.00, the receipt of which is hereby
acknowledged by the Parties, the Parties hereto agree as follows:
1. The
Extension. Jenadosa hereby agrees to extend the Maturity Date of
the Notes, including the due date of any accrued and unpaid interest thereon
until July 31, 2008, and to waive any event of default which may have occurred
due to Nano’s failure to pay the Notes on the Maturity Date and/or any Default
Interest which would otherwise have accrued on such Notes (collectively the
“Extension”).
2. Consideration. Jenadosa
confirms that it will receive valid consideration from the covenants contained
herein and the Extension, due to the fact that as a result of such Extension,
it
will continue to earn interest on the outstanding amount of the
Notes.
Nano
also
agrees that it will receive valid consideration from the Extension as such
Extension will allow it a greater amount of time to accumulate a sufficient
amount of cash to repay such Notes.
3. Successors
and Assigns. This Agreement shall be
binding upon each of the Parties who execute this Agreement below and their
respective heirs, legal representatives, successors and assigns.
4. Headings;
Gender. The paragraph headings
contained in this Agreement are for convenience only, and shall in no manner
be
construed as part of this Agreement. All references in this Agreement
as to gender shall be interpreted in the applicable gender of the
parties.
5. Severability. In
the event any one or more of the provisions contained in this Agreement shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provision hereof, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.
6. Amendment. No
modification, amendment, addition to, or termination of this Agreement, nor
waiver of any of its provisions, shall be valid or enforceable unless in writing
and singed by all the parties hereto.
7. Effect
of Facsimile and Photocopied Signatures. This Agreement may be
executed in several counterparts, each of which is an original. It
shall not be necessary in making proof of this Agreement or any counterpart
hereof to produce or account for any of the other counterparts. A
copy of this Agreement signed by one Party and faxed to another Party shall
be
deemed to have been executed and delivered by the signing Party as though an
original. A photocopy of this Agreement shall be effective as an
original for all purposes.
8. Entire
Agreement. This Agreement constitutes the sole and only
agreement of the Parties hereto and supersedes any prior understanding or
written or oral agreements between the Parties respecting the subject matter
hereof.
[Remainder
of page left intentionally blank. Signature page
follows.]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective
as of
the Effective Date set forth above.
/s/
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▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇
Chief
Executive Officer
Jenadosa
Holdings Limited
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇
Its:
Director
Printed
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇