AMENDMENT #2 to 15% PROMISSORY NOTE
EXHIBIT
NO#
AMENDMENT
#2 to 15% PROMISSORY NOTE
THIS
AMENDMENT #2 to 15%
PROMISSORY NOTE
(the
“Agreement”)
is
made and entered into as of May 31, 2005, between Digital Creative Development
Corporation, (“DCDC”),
with
its principal office located at 000 Xxxx 00xx
Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 and Multi-Mag Corporation (“MULTI-MAG”) located at 00
Xxxxx Xxxx, Xxxxxxxx, XX.
RECITALS
WHEREAS,
on September 18, 2003, DCDC and International Microcomputer Software, Inc.
(“IMSI”) entered into a 15% Promissory Note (the “Note”)
and
Pledge and Security Agreement pursuant to which DCDC borrowed from IMSI three
hundred and fifty thousand dollars ($350,000) which was due and payable with
accrued interest on September 18, 2004 and secured by a pledge of four hundred
thousand (400,000) shares of the common stock of IMSI of which DCDC is the
owner; and
WHERAS
on
September 12, 2004, DCDC and IMSI entered into Amendment #1 of the Note which
extended the maturity date of the Note to May 31, 2005, and provided for
additional collateral; and
WHEREAS
on January 5, 2005 MULTI-MAG purchased the Note from IMSI; and
WHEREAS,
DCDC and MULTI-MAG desire to amend the terms of the 15% Promissory Note and
Amendment #1 in regard to the date on which the outstanding principal and
interest are due and payable; and
WHEREAS,
capitalized terms not defined herein shall have the meanings ascribed to
them in
the Note or Pledge and Security Agreement, as appropriate,
NOW,
THEREFORE, in consideration of the premises, the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section
1.1. Payment
of all Interest Currently Due
DCDC
shall pay all accrued interest due from September 19, 2004 through May 31,
2005
under the Note to MULTI-MAG no later than June 30, 2005 which is Thirty-Four
thousand Five hundred Twenty-Nine and 55/100 dollars ($34,529.55). Additionally,
interest will be paid on the Note from June 1, 2005 through the payment date,
which will be no later than June 30, 2005 at the rate of $135 per
day.
Section
1.2. Extension
of Due Date
MULTI-MAG
shall extend the date upon which the entire principal and the remaining accrued
interest on the Note is due from May 31, 2005 to December 31, 2005.
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Section
1.3. No
Other Changes.
Except
as
set forth herein, there are no other modifications, amendments or changes
to the
15% Promissory Note or Pledge and Security Agreement and all such agreements
shall continue in full force and effect, as amended herein.
Section
1.4. Entire
Agreement.
This
Agreement constitutes the entire agreement among the parties hereto with
respect
to the subject matter hereof, supersedes and is in full substitution for
any and
all prior agreements and understandings among them relating to such subject
matter.
Section
1.5. Counterparts.
For
the
convenience of the parties, any number of counterparts of this Agreement
may be
executed by any one or more parties hereto, and each such executed counterpart
shall be, and shall be deemed to be, an original, but all of which shall
constitute, and shall be deemed to constitute, in the aggregate but one and
the
same instrument.
Section
1.6. Severability.
In
the
event that any one or more of the provisions contained in this Agreement
or in
any other instrument referred to herein, shall, for any reason, be held to
be
invalid, illegal or unenforceable in any respect, then to the maximum extent
permitted by law, such invalidity, illegality or unenforceability shall not
affect any other provision of this Agreement or any other such instrument.
Furthermore, in lieu of any such invalid or unenforceable term or provision,
the
parties hereto intend that there shall be added as a part of this Agreement
a
provision as similar in terms to such invalid or unenforceable provision
as may
be possible and be valid and enforceable.
[SIGNATURES
ON FOLLOWING PAGE]
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IN
WITNESS WHEREOF, DCDC and MULTI-MAG have executed and delivered this Amendment
as of the day and year first written above.
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By:
Name:
Xxxx Xxxxxx
Title:
CEO
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MULTI-MAG
CORPORATION
By:
Name:
Title:
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