AMENDMENT TO PROMISSORY NOTE
THIS AMENDMENT TO PROMISSORY NOTE is entered this ___ day of March
2000, by and between Global Eco-Logical Services, Inc., a Florida corporation
("Maker"), and ______________________________ ("Noteholder").
WHEREAS, the Maker and the Noteholder are parties to a Promissory Note
dated June __, 1999 in the original principal amount of $__________________;
WHEREAS, the Maker and the Noteholder have agreed to amend the
Promissory Note, and have executed this Amendment to evidence the terms of
their agreement;
NOW, THEREFORE, in consideration of the promises and mutual agreements
herein contained, it is agreed by and between the parties hereto as follows:
1. The Seventh Paragraph of the Note is hereby deleted and replaced
in its entirety with the following language:
"This Note shall be convertible at the office of Maker, and at such
other place or places, if any, as the Board of Directors of the Maker
may designate, into fully paid and non-assessable shares (calculated as
to each conversion to the nearest l/100th of a share) of Common Stock
of the Maker. The number of shares of Common Stock issuable upon
conversion of this Note shall be equal to $1,000.00 divided by the
Conversion Price in effect at the time of conversion determined as
hereinafter provided for each $1,000 in in principal and accrued
interest due on this Note at the time of conversion. The price at which
shares of Common Stock shall be delivered upon conversion (the
"Conversion Price") shall be the Current Market Price (as hereinafter
defined) of the Common Stock as of the close of business on the day
immediately preceding the date of conversion; provided, however, that
such Conversion Price shall be subject to adjustment from time to time
in certain instances as hereinafter provided. No payment or adjustment
shall be made in respect of dividends previously declared and paid on
the Common Stock upon conversion of part or all of this Note into
shares of Common Stock. If the Maker elects to prepay part or all of
this Note, such right of conversion shall cease and terminate, as to
the portion designated for prepayment, at the close of business on the
prepayment date, unless the Maker defaults in the prepayment. No
fractional shares of Common Stock will be issued, and instead the
number of shares of Common Stock to be issued on conversion of this
Note will, to the extent necessary, be rounded up to the nearest whole
number of shares."
2. The Eighth Paragraph of the Note is hereby deleted and replaced
in its entirety with the following language:
"Before the Holder of this Note shall be entitled to convert the same
into Common Stock, the Holder shall surrender this Note to the Maker,
duly endorsed to the Maker or in blank, at the office of the Maker or
at such other place or places, if any, as the Board of Directors of the
Maker has designated, and shall give written notice to the Maker at
said office or place that it elects to convert the same and shall state
in writing therein the name or names (with addresses) in which it
wishes the certificate or certificates for Common Stock to be issued.
The Maker will, as soon as practicable thereafter, issue and deliver at
said office or place to such Holder, or to its nominee or nominees,
certificates for the number of full shares of Common Stock to which it
shall be entitled as aforesaid. This Note shall be deemed to have been
converted as of the close of business on the date of the surrender of
the Note for conversion as provided above, and the person or persons
entitled to receive the Common Stock issuable upon conversion shall be
treated for all purposes as the record holder or holders of such Common
Stock as of the close of business on such date. This Note may be
converted in whole or in part in increments of equal to the principal
amount of $1,000 (plus accrued interest on the principal amount so
converted). In the event only part of this Note is converted, the
Maker will, as soon as practicable thereafter, issue and deliver at
said office or place of such Holder, or to its nominee or nominees, a
new promissory note in the form of this Note representing the balance
of this Note which was not tendered for conversion. In the event part
or all of this Note is presented for conversion, the Holder of this
Note will be entitled to receive all interest on this Note which has
accrued to the date of conversion on that portion of the Note which is
converted, which interest will be payable on the next regularly
scheduled interest payment date on this Note."
The following new paragraph is hereby added to the Promissory Note:
"If the Maker, at any time, proposes for any reason to register any
shares of its Common Stock under the Securities Act of 1933, as
amended, it shall give written notice to the Holder of its intention to
so register such Common Stock at least 30 days before the initial
filing of such registration statement (other than a registration
statement on Forms S-4 or S-8). The Holder shall be entitled to
unlimited "piggyback" registration rights on any such registration.
Upon the written request of the Holder delivered to the Maker within 20
days after delivery of any such notice specifying the number of shares
of Common Stock into which this Note is convertible which the Holder
proposes be included in such registration and stating that the Holder
desires to sell such shares in the public securities markets, the Maker
shall use its best efforts to cause all such shares to be included in
such registration on the same terms and conditions as the securities
otherwise being sold in such registration."
4. All terms and conditions in the Promissory Note shall remain
unchanged except to the extent specifically modified herein. All terms
defined in the Promissory Note shall have the same meaning herein that they
are defined to have the Promissory Note, unless specifically provided
otherwise.
IN WITNESS HEREOF, the parties have executed this Agreement, as of the
date first written above.
MAKER:
GLOBAL ECO-LOGICAL SERVICES, INC., a
Florida corporation
By: ________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
HOLDER:
By: ________________________________
Print Name: _________________________