MODIFICATION AND EXTENSION AGREEMENT
Exhibit
10.1
This
MODIFICATION
AND EXTENSION AGREEMENT
(this
“Agreement”) made as of this 19th day of September, 2006, is entered into by and
between W. ▇▇▇ ▇▇▇▇▇▇▇▇, an individual, having his principal place of business
located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(“Chandoha”), and ▇▇▇▇▇▇.▇▇▇, Inc., a
corporation duly organized and existing under the laws of the State of Nevada,
having its principal place of business located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Corporation” and, together with Chandoha, the
“Parties”).
WHEREAS,
the
Parties hereto have executed a certain Convertible Secured Promissory Note
dated
July 20, 2006, payable to the order of Chandoha in the original principal sum
of
one hundred fifty thousand dollars ($150,000) together with interest at a rate
of ten percent (10%) per thirty-day period (the “Note”), secured by a certain
Security Agreement dated July 20, 2006, wherein the Corporation granted Chandoha
a continuing first party interest in all of its assets, including the
intellectual property comprising the software products upon which the
Corporation is dependent for revenue;
WHEREAS,
pursuant
to the terms of the Note, the Corporation has until September 20, 2006 (the
“Maturity Date”) to pay to the order of Chandoha, in same day immediately
available funds, the original principal sum together with all accrued interest
outstanding thereon;
WHEREAS,
on
or
before the Maturity Date, the Corporation will wire transfer seventy-five
thousand dollars ($75,000) of the original principal of the Note, in same day
immediately available funds, to the account of Chandoha, with seventy-five
thousand dollars ($75,000) of the original principal remaining outstanding,
together with the accrued and unpaid interest due thereon (the “Note Balance”);
and
WHEREAS,
the
Parties now desire to modify the terms of the Note such that the Maturity Date
on the Note Balance is extended for a period of thirty (30) days in
consideration for which the Corporation will pay one percentage point on the
remaining outstanding principal of the Note as of the date hereof
($750);
NOW,
THEREFORE,
for this
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereto agree as follows:
Maturity
Date Extension.
The
Maturity Date of the Note is hereby extended for a period of thirty (30) days,
with the Note Balance, together with any additional interest accrued thereon,
due and payable to the order of Chandoha, in same day immediately available
funds, on or before October 20, 2006.
Outstanding
Principal.
In
consideration for the extension of the Maturity Date, the Corporation will
pay
to the order of Chandoha, in same day immediately available funds, on or before
October 20, 2006, one percentage point on the remaining outstanding principal
of
the Note as of the date hereof ($750).
Binding
Effect.
This
Agreement represents the complete understanding and entire agreement of the
Parties hereto with respect to the subject matter hereof, and may only be
amended by a writing executed by both Parties. This Agreement shall be binding
upon and inure to the benefit of the respective heirs, successors and assigns
of
each of the Parties hereto.
Counterparts. This
Agreement may be executed in any number of counterparts and by the different
signatories hereto on separate counterparts, each of which, when so executed,
shall be deemed an original, but all such counterparts shall constitute but
one
and the same instrument. This Agreement may be executed by facsimile signature
and delivered by facsimile transmission.
IN
WITNESS WHEREOF,
the
Parties hereto have caused this Agreement to be duly executed as of the day
and
year first written above
|
By:
|
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇ ▇▇▇▇▇▇▇▇ |
|
|
▇▇▇▇▇▇.▇▇▇,
INC.
|
|
|
By:
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: President & Chief Executive Officer |