SECOND AMENDMENT
TO
PROMISSORY NOTE
THIS SECOND AMENDMENT TO PROMISSORY NOTE is made and entered into this
the 9th day of February, 2004 by and between Innovo Group Inc., a Delaware
corporation ("Maker") and XXXX XXXXXXXX ("Payee") (the "Second Amendment").
WHEREAS, Maker has executed that certain promissory note in favor of
Payee for the principal sum of Two Hundred Fifty Thousand and No/100
($250,000.00) Dollars, together with interest thereon as set forth in the
Promissory Note dated February 7, 2003 (the "Promissory Note");
WHEREAS, the Promissory Note was originally due on August 8, 2003 with
an option to extend the Promissory Note until February 9, 2004 at Maker's option
and sole discretion prior to the original due date;
WHEREAS, the due date for the Promissory Note was extended by Maker
until February 9, 2004 pursuant to the terms in the Promissory Note by the First
Amendment thereto;
WHEREAS, Maker and Payee have agreed to extend the due date of the
Promissory Note for an initial additional period of 90 days;
WHEREAS, upon the expiration of the Extended Due Date (as defined
herein), Payee may, at his option and sole discretion elect to further extend
the due date of the Promissory Note for up to three (3) successive periods of 90
days each which such first successive period shall commence at 12:00 am on May
10, 2004 and expire at 11:59 pm 90 days thereafter and such additional extension
shall continue at Payee's option and sole discretion until all such successive
periods have been utilized;
WHEREAS, Maker and Payee believe this Second Amendment to be in the
best interest of the parties; and
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. The due date of the Promissory Note shall be extended until
11:59 pm on May 9, 2005. (the "Extended Due Date"). Upon the
expiration of the Extended Due Date, the Payee may, at his
option and sole discretion, elect to further extend the due
date of the Promissory Note for up to three (3) successive
periods of 90 days each which such first successive period
shall commence at 12:00 am on May 10, 2004 and expire at 11:59
p.m. 90 days thereafter and such additional extensions may
continue at Payee's option and sole discretion until all such
successive periods have been utilized.
2. Evidence of Payee's successive extensions shall be made in
writing signed by the Payee and acknowledged by the Maker in
the form set forth on Exhibit A attached hereto.
3. In the event Payee does not wish to extend the Promissory Note
for any successive 90 day period, then the Promissory Note
shall immediately become due and fully payable with all
interest due thereunder in accordance with the terms of the
Promissory Note.
4. Interest shall continue to accrue at the rate and in the
manner set forth in the Promissory Note. 5. All terms
capitalized but not defined herein shall have the same meaning
as set forth in the Promissory Note. 6. Except as modified
herein, all other terms and conditions of the Promissory Note
shall remain in full force and effect.
IN WITNESS WHEREOF, Maker has caused this Second Amendment to be
executed as of the date first written above.
MAKER:
INNOVO GROUP INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
----------------------------------
Xxxxxx X. Xxxxxx, Xx.
Its: Chief Executive Officer
PAYEE:
By: /s/ Xxxx X. Xxxxxxxx
----------------------------------
Xxxx X. Xxxxxxxx
2
EXHIBIT A
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Election of Extension of Promissory Note
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I, Xxxx X. Xxxxxxxx, ("Payee") hereby elect to extend that certain
Promissory Note executed in my favor by Maker for the principal sum of Two
Hundred Fifty Thousand and No/100 ($250,000.00) Dollars, together with interest
thereon as set forth in the Promissory Note dated February 7, 2003, for an
additional 90 day period commencing on and expiring on
--------------------
--------------------.
PAYEE:
By:
-------------------------------
Xxxx X. Xxxxxxxx
Acknowledged and agreed to by MAKER:
INNOVO GROUP INC.
By:
---------------------------
Xxxxxx X. Xxxxxx, Xx.
Its: Chief Executive Officer
