AMENDMENT #5 to 15% PROMISSORY NOTE
AMENDMENT
#5 to 15% PROMISSORY NOTE
THIS
AMENDMENT #5 to 15% PROMISSORY NOTE (the “Agreement”)
is
made and entered into as of May 30, 2007, between Digital Creative Development
Corporation, (“DCDC”),
with
its principal office located at 000 Xxxxx Xxxxxx, 00xx
Xxxxx,
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.
(N/K/A Broadcaster Inc.) entered into a 15% Promissory Note (the “Note”)
and
Pledge and Security Agreement pursuant to which DCDC borrowed from IMSI (N/K/A
Broadcaster Inc.) three hundred and fifty thousand dollars ($350,000) which
is
due and payable with accured interest on September 18, 2004 and secured by
a
pledge of four hundred thousand (400,000) shares of the common stock of
Broadcaster of which DCDC is the owner, and
WHEREAS
on September 12, 2004, DCDC and IMSI (N/K/A Broadcaster Inc.) entered into
Amendment #1 of the Note which extended the maturity date of the Note to May
31,
2005, provided for the payment of $25,000 of principal balance, and provided
for
additional collateral; and
WHEREAS
on January 5, 2005 MULTI-MAG purchased the Note from IMSI (N/K/A Broadcaster
Inc.); and
WHEREAS,
DCDC and MULTI-MAG amended the terms of the 15% Promissory Note with Amendment
#2 in regard to the date on which the outstanding principal and interest are
due
and payable; and
WHEREAS,
the Parties amended the terms of the Note in December 2005 with Amendment
#3;
WHEREAS,
the Parties amended the terms of the Note in May 2006 with Amendment
#4;
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 mututal 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 June 1, 2006 through May 31, 2007 under
the Note to MULTI-MAG no later than July 15, 2007. Interest is Forty Eight
Thousand Seven Hundred Fifty and 00100 ($48,750) Dollars, and computed based
on
the remaining principal balance of $325,000.
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 December 31, 2006 to December 31,
2007.
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 Agreements 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]
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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DIGITAL
CREATIVE DEVELOPMENT CORPORATION
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| By: | Xxxx Xxxxxx | |
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Name:
Xxxx Xxxxxx
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Title:
President
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MULTI-MAG
CORPORATION
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| By: | Xxxxxxxxx Xxxxx | |
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Name:
Xxxxxxxxx Xxxxx
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Title:
Vice President
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