AMENDMENT
THIS AMENDMENT (this "Amendment") dated as of the 26th day of September
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, 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"); and
WHEREAS, ISPsoft is borrowing additional funds from DSET pursuant to a
Secured Promissory Note dated September 26, 2001 in the principal amount of
$750,000 (the "September Note"); and
WHEREAS, the parties desire to amend the terms of the June 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 from October 31, 2001 to November 30, 2001.
(b) The definition of Liabilities in the Security Agreement is
hereby amended to include, without limitation, the September Note.
2. Reference to and Effect on Documents.
(a) On and after the Effective Date, each reference to the Security
Agreement or the June 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 or the June Note.
(b) Except as expressly amended by this Amendment, each of the
Security Agreement and the June 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.
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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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