MODIFICATION AGREEMENT
This
Modification Agreement is made this 1st
day of
January, 2007, between Xxxxx Networks, Inc. a Nevada corporation, (the
“Borrower”)
and
ALLIANCE
ENTERPRISE CORPORATION
, a
Texas corporation (the “Lender”).
RECITALS
WHEREAS,
the Borrower issued that certain Convertible Promissory Note, as amended (the
“Note”),
in
the original principal amount of $100,000.00, dated May 26, 2005, in favor
of
the Lender;
WHEREAS,
both the Borrower and the Lender desire to modify the terms of the Note to
reflect their mutual understanding and to extend the maturity date, each as
set
forth herein.
NOW,
THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Borrower and the Lender agree to modify
the
terms of the Note as follows:
AGREEMENT
1.
The first paragraph of the Note, which begins, “Xxxxx Networks, Inc., a Nevada…”
will be deleted and replaced in its entirety by the following
paragraph:
“Xxxxx
Networks, Inc., a Nevada corporation (the "Company"), for value received,
promises to pay to ALLIANCE
ENTERPRISE CORPORATION
or
registered assigns (“Holder”) the sum of One Hundred Thousand dollars
($100,000), together with interest thereon at the rate of 8% per annum on the
unpaid balance. Outstanding principal together with interest is due June 30,
2007.
2.
Except as amended herein, all terms and conditions of the Note shall remain
in
full force and effect, unmodified in any way.
4.
This Agreement shall be governed by and construed under the laws of the State
of
California without respect to the principles of the choice of law or the
conflicts of laws.
IN
WITNESS WHEREOF, the parties hereto have executed this Note Amendment Agreement
as of the date set forth above.
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BORROWER:
XXXXX
NETWORKS, INC.
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| By: | /s/ Xxxxxx Xxxxx | |
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Xxxxxx
X. Xxxxx, President & CEO
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LENDER:
ALLIANCE
ENTERPRISE CORPORATION
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| By: | /s/ Xxxxxxx Xxxxxx | |
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Name:
Title:
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