EXHIBIT 10.05
AMENDMENT #1 TO SECURED PROMISSORY NOTE
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New York, New York Effective January 25, 2005
The undersigned, AES Management Buyout Company, Inc. (the "Borrower")
pursuant to a Secured Promissory Note dated September 28, 2004 (the "Note")
promised to pay to the order of Embryo Development Corp. (the "Payee") the
principal amount of $300,000 together with interest thereon at the rate of eight
(8%) percent per annum from the date thereof.
The Note was made in conjunction with a certain Letter of Intent dated
August 4, 2004 (the "LOI") and is secured by a Security Agreement in favor of
the Payee, as described therein.
Except as otherwise specifically agreed to in this amendment, all terms,
conditions and provisions of the Note and Security Agreement are hereby affirmed
and shall remain in full force and effect. Further, all terms not otherwise
defined in this Amendment shall be deemed to be defined as in the Note.
The Payee, by execution hereof, acknowledges that a Definitive Agreement as
contemplated by the LOI is still being negotiated in good faith. Based on such
good faith negotiation, the parties have agreed that: In connection with the
acceleration of the Maturity Date, as provided by the Note where a Definitive
Agreement has not been executed by January 31, 2005, the last sentence of the
second paragraph of the Note is hereby amended to read as follows:
"In the event the Definitive Agreement as contemplated by the LOI, is not
executed by March 15, 2005, the Maturity Date shall be accelerated and
accrued interest due on this Note shall be due and payable on April 15,
2005."
By signing below Borrower and Xxxxx hereby agree to the foregoing amendment
to the Note, effective immediately.
IN WITNESS WHEREOF, the parties have set their hands as of the day first
set forth above.
AES Management Buyout Company Embryo Development Corp.
By: /s/ By: /s/
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President CEO
