Exhibit 10.2
AMENDMENT TO PROMISSORY NOTES
DEFERRAL OF INTEREST PAYMENTS
THIS AMENDMENT TO PROMISSORY NOTES (the "Amendment") is made effective as
of the 31 day of March 2002, by and among Venturos AS, a Norwegian corporation
(the "Lender") and MediaBin, Inc., a Georgia corporation (the "Borrower").
W I T N E S S E T H:
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WHEREAS, Lender is the holder of certain Promissory Notes from Borrower, as
listed below ("Notes):
1. Note dated March 23, 2000, in the principal amount of $1,000,000 plus
accrued interest of $49,947;
2. Note dated October 11, 2000, in the principal amount of $750,000 plus
accrued interest of $38,576;
3. Note dated December 28, 2000, in the principal amount of $2,500,000 plus
accrued interest of $128,525;
4. Note dated April 4, 2001, in the principal amount of $500,000 plus accrued
interest of $25,717;
5. Note dated June 21, 2001, in the principal amount of $2,000,000 plus
accrued interest of $102,868;
6. Note dated September 28, 2001, in the remaining principal amount of
$600,000 plus accrued interest of $42,230; and
WHEREAS, Lender and Borrower wish to amend the Notes as hereinafter
provided;
NOW, THEREFORE, for and in consideration of the mutual agreements herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Lender and Borrower hereby agree as follows:
"The interest payment due upon each of the above Notes on March 31, 2002,
including interest previously deferred, totals approximately $387,863, will
be deferred until January 1, 2003. The interest deferred will be added to
the principal balance of each Note and will accrue interest at the same
rate as the rest of the principal."
All references in the Notes to this "Note" shall hereafter refer to the
Notes as hereby amended.
Except as expressly provided herein, all terms and conditions of the Notes
remain in full force and effect. Nothing herein shall be construed to constitute
a novation of the Notes, and the intention of the parties hereto is not to
extinguish the Notes.
This Amendment shall be construed in accordance with the laws of the State
of Georgia.
IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment to be
executed, as of the date first above written.
BORROWER: LENDER:
MEDIABIN, INC. VENTUROS AS
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Rune Dybesland
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Name: Xxxxxx Xxxxxxxx Name: Rune Dybesland
Title: Chief Financial Officer Title: Chief Financial Officer
Date: March 26, 2002 Date: 27 March 2002