AMENDMENT NO. 1 TO 6% UNSECURED PROMISSORY NOTE
This Amendment No. 1 (the "Amendment") to 6% Unsecured Promissory Note
(the "Note") is made this 10th of August, 2004, by and between Cyber-Test, Inc.,
a Delaware corporation ("Maker") and LLAB, Inc. (f/k/a Cyber-Test, Inc.), a
Florida corporation ("Payee").
BACKGROUND
A. Maker, Payee and the Shareholders of Payee entered into an Asset
Purchase Agreement, dated May 27, 2004, pursuant to which Maker purchased the
assets of Payee (the "Purchase Agreement").
B. In connection with the purchase of the assets, Maker issued to Payee
the Note, in the original principal amount of $547,000, to evidence a portion of
the purchase price for the assets.
C. In accordance with the terms of the Note and the Purchase Agreement,
the original principal amount of the Note is subject to certain post-closing
purchase price adjustments.
D. Maker and Payee have agreed on the amount of such post-closing
adjustments.
NOW, THEREFORE, with the foregoing Background hereinafter deemed
incorporated by reference herein and made part hereof, the parties hereto,
intending to be legally bound, promise and agree as follows:
1. The Note is hereby amended by reducing the original principal amount
thereof from Five Hundred Forty-Seven Thousand Dollars ($547,000.00) to Four
Hundred Ninety-Eight Thousand Four Hundred Sixty-Nine Dollars ($498,469.00).
2. This Amendment does not represent in any way any new indebtedness or
satisfaction of the indebtedness evidenced by the Note.
3. All other terms and provisions of the Note will remain in full force
and effect.
4. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same instrument.
5. Maker hereby directs Payee to attach an original counterpart of this
Amendment to the Note. The Note and this Amendment shall be deemed to be and
constitute a single instrument.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment the
day and year first above written.
CYBER-TEST, INC., A DELAWARE CORPORATION
BY:
----------------------------------------
Xxxxx X. Xxxxxx, President and
Chief Executive Officer
LLAB, INC. (F/K/A CYBER-TEST, INC.), A
FLORIDA CORPORATION
BY:
----------------------------------------
Xxxx Xxxxxx, President
