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Exhibit 2
AMENDMENT NO. 1 dated as of December 5, 1997 between INTERNATIONAL META SYSTEMS,
INC., a corporation duly organized and validly existing under the laws of the
State of Delaware, USA (as issuer of the Note referred to below, the "Company")
and DEN NORSKE KRIGSFORSIKRING FOR SKIB (as lender under the Note referred to
below, together with its successors and assigns in such capacity, the "Holder").
WHEREAS, the Company executed and delivered a convertible promissory note
in the principal sum of $500,000.00 dated December 5, 1997 (the "Note") in favor
of the Holder; and
WHEREAS, the parties wish to amend the Note to provide certain remedies
upon the occurrence of the events of default specified in the Note;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1. Definitions. Unless otherwise defined herein, terms defined in
the Note are used herein as therein defined.
Section 2. Amendments. Subject to the execution and delivery by the parties
hereto of Amendment No. 1, but with effect on and after the date hereof, the
Note shall be amended as follows:
(a) The period at the end of Section 6(e) shall be deleted in its
entirety and replaced with a semicolon.
(b) The following paragraph shall be inserted after Section 6(e):
"Thereupon: (i) in the case of an Event of Default other than
one referred to in clause (d) or (e) above, the Holder may, by notice
to the Company, declare the principal amount then outstanding of, the
accrued interest on, and all other amounts due under, this Note to be
forthwith due and payable, whereupon such amounts shall be immediately
due and payable without presentment, demand, protest or other
formalities of any kind, all of which are hereby expressly waived by
the Company; and (ii) in the case of the occurrence of an Event of
Default referred to in clause (d) or (e) above, the principal amount
then outstanding of, the accrued interest on, and all other amounts
due under, this Note shall automatically become immediately due and
payable without presentment, demand, protest or other formalities of
any kind, all of which are hereby expressly waived by the Company."
Section 3. Representations and Warranties. The Company represents and
warrants to the Holder that (a) this Amendment No. 1 has been duly and validly
executed and delivered by the Company and constitutes the Company's legal, valid
and binding obligation, enforceable in accordance with its terms and (b) after
giving effect to this Amendment No. 1, (i) no Event of Default shall have
occurred and be continuing and (ii) the representation and warranties of the
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Company in the Note are true and correct on and as of the date hereof with the
same force and effect as if made on and as of such date (except to the extent
such representations and warranties relate to a specific date). Any breach by
the Company of its representations and warranties contained in this Section 3
shall be an Event of Default for all purposes of the Note.
Section 4. Document Otherwise Unchanged. Except as herein provided, the
Note shall remain unchanged and in full force and effect, and each reference to
the Note shall be a reference to the Note as amended hereby and as the same may
be further amended and in effect from time to time.
Section 5. Counterparts. This Amendment No. 1 may be executed by any
number of counterparts, each of which shall be identical and all of which, when
taken together, shall constitute on and the same instrument, and any party
hereto may execute this Amendment No. 1 by signing any such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be duly executed as of the day and year first above written.
INTERNATIONAL META SYSTEMS, INC.
/s/ Xxxxxx X. Xxxxx
_____________________________
Xxxxxx X. Xxxxx
Chief Executive Officer
DEN NORSKE KRIGSFORSIKRING FOR SKIB
By /s/ Ole Xxxxxx Xxxx
______________________________
Ole Xxxxxx Xxxx
Managing Director
By /s/ Tor Xxxxxxxxxxxx
______________________________
Tor Xxxxxxxxxxxx
Account Manager
