EXHIBIT 10.18
AMENDMENT
THIS AMENDMENT (this 'Amendment') dated as of the 19th day of December 2001
(the 'Effective Date') by and between DSET Corporation, a New Jersey corporation
('DSET'), and ISPsoft Inc., a New Jersey corporation ('ISPsoft').
WITNESSETH:
WHEREAS, ISPsoft borrowed funds from DSET pursuant to a Secured Promissory
Note dated June 26, 2001 in the principal amount of $2,000,000 (the 'June
Note'); and
WHEREAS, ISPsoft also borrowed funds from DSET pursuant to a Secured
Promissory Note dated September 26, 2001 in the principal amount of $750,000
(the 'September Note');
WHEREAS, ISPSoft also borrowed funds from DSET pursuant to a Secured
Promissory Note dated November 5, 2001 in the principal amount of $850,000 (the
'November Note');
WHEREAS, at the time of the execution of the June Note, ISPsoft and DSET
executed an Amended and Restated Security Agreement dated as of June 26, 2001
(the 'Security Agreement'), which Security Agreement also secures ISPsoft's
obligations under each of the September Note and the November Note; and
WHEREAS, ISPsoft is borrowing additional funds from DSET pursuant to a
Secured Promissory Note dated December 19, 2001 in the principal amount of
$250,000 (the 'December Note'); and
WHEREAS, the parties desire to amend the terms of the June Note, the
September Note, the November Note and the Security Agreement in accordance with
the terms herewith.
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Amendments.
(a) The due date under paragraph (a) of the June Note is hereby changed
to January 31, 2002.
(b) The due date under paragraph (a) of the September Note is hereby
changed to January 31, 2002.
(c) The due date under paragraph (a) of the November Note is hereby
changed to January 31, 2002.
(d) The definition of Liabilities in the Security Agreement is hereby
amended to include, without limitation, the December Note.
2. Reference to and Effect on Documents.
(a) On and after the Effective Date, each reference to the Security
Agreement, the June Note, the September Note or the November Note shall mean
and be a reference to such document as amended hereby. No reference to this
Amendment need be made in any instrument or document at any time referring
to the Security Agreement, the June Note, the September Note or the November
Note.
(b) Except as expressly amended by this Amendment, each of the Security
Agreement, the June Note, the September Note and the November Note shall
remain in full force and effect.
3. Governing Law.
This Amendment shall be governed by and its provisions construed and
enforced with the internal laws of the State of New Jersey without reference
to its principles regarding conflicts of laws.
4. Counterparts.
This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute a single instrument.
*******
IN WITNESS WHEREOF, each of DSET and ISPsoft has caused this Amendment to be
executed and attested by its duly authorized officers as of the day and year
first above written.
DSET CORPORATION
By /s/ XXXXXXX X. XXXXXX, XX.
.....................................
XXXXXXX X. XXXXXX, XX.,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ISPSOFT INC.
By /s/ XXXXX XXXXX
.....................................
XXXXX XXXXX,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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