AMENDED MASTER PROMISSORY NOTE
AMENDED
MASTER PROMISSORY NOTE
On
September 1, 2005, OptiCon Systems, Inc. ("OptiCon"), whose address is ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, entered into an agreement to
borrow up to $350,000 from ▇▇▇ ▇▇▇▇▇▇, ("▇▇▇▇▇▇"), whose address is ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
The
parties to the original agreement wish to amend the terms of the agreement
as
follows:
1.
For
value received, promises to pay ▇▇▇ ▇▇▇▇▇▇, his successors, heirs or assigns
("▇▇▇▇▇▇"), the principal sum of $350,000.00 payable on demand.
2.
OptiCon shall pay interest at the rate of 5% per annum, in lawful money of
the
United States of America, based on amounts advanced by ▇▇▇▇▇▇ from time to
time,
payable annually at such place as may be designated from time to time in writing
by the ▇▇▇▇▇▇.
3.
OptiCon may prepay this Promissory Note without penalty. Any amounts paid
hereunder shall be applied first to the payment of any expenses or charges
payable under the Promissory Note or any related loan document, then to interest
due and payable, with the balance then applied to principal.
4.
OptiCon shall pay the cost of any revenue tax or other stamps now or hereafter
required by law at any time to be affixed to this note.
5.
Payment shall be by postal delivery at the address of ▇▇▇▇▇▇ or at any other
place designated by the holder in writing or by U.S mail, if properly addressed
and post-marked on or before the date due.
6.
In the
event of default in the payment of any of the sums mentioned herein, or in
the
performance of any of the agreements contained herein, then the entire principal
sum shall, at the option of the holder, become immediately due and payable,
without notice, time being of the essence to this Note; and said principal
thereon shall bear interest from the time of such default until paid at twelve
percent (12%). Failure to exercise this option shall not constitute a waiver
of
the right to exercise the same in the event of a subsequent
default.
7.
Each
person or entity liable hereunder, either as maker, endorser, or guarantor
hereby waives presentment, protest, notice, notice of protest and notice of
dishonor and agrees to pay all costs, including the costs of collection and
reasonable attorney's tees, including appellate and bankruptcy proceedings,
in
the event counsel shall be employed to collect this Promissory
Note.
8.
▇▇▇▇▇▇
has the option to cancel the debt from OptiCon by a convergent right to convert
any part of the principal and/or interest outstanding into OptiCon’s common
stock at a 30% discount of the last five (5) days average bid price, once
OptiCon becomes fully reporting and trading in a national market.
FOR
OPTICON SYSTEMS, INC., AS Borrower :
▇▇▇▇
▇.
▇▇▇▇▇▇, President
DATE:
_______________
APPROVED:
▇▇▇
▇▇▇▇▇▇