EXHIBIT 10.35
MODIFICATION OF CONVERTIBLE PROMISSORY NOTE
THIS MODIFICATION OF CONVERTIBLE PROMISSORY NOTE, dated as of November
30, 2007, is made by and between OPTIMA TECHNOLOGIES, LLC, a Delaware limited
liability company ("Maker") and AZARIA MANAGEMENT GROUP, LLC (fka Optima
Technologies, L.L.C.), a Nevada limited liability company ("Payee").
RECITALS
A. The Maker, Payee, and others are parties to that certain Asset
Purchase Agreement, dated as of April 1, 2007 (the "Purchase
Agreement"), pursuant to which Maker executed a Convertible
Promissory Note of even date therewith (the "Note") made payable to
Payee.
B. The Note provides that the principal amount shall be converted into
shares of common stock of ATS, as more fully described therein.
C. Pursuant to that certain Termination of Amended and Restated
Management Agreement (the "Termination Agreement"), by and among
Maker, Payee and others, dated December 26, 2007 but effective for
all purposes as of November 30, 2007, Maker and Payee have agreed to
change the Conversion Price (as defined in the Note).
NOW, THEREFORE, in consideration of the covenants and conditions
contained herein, the parties agree as follows:
1. Section 4(a) of the Note is hereby deleted in its entirety and
replaced with the following:
"Automatic Conversion. On the Maturity Date, the principal balance of
this Note shall automatically convert into shares of common stock (the
"Common Stock") of ATS at a conversion price (the "Conversion Price")
that is equal to the quotient obtained by dividing (i) the aggregate
outstanding principal balance due on this Note, by (ii) $0.20 per
share."
2. Section 5(a) of the Note is hereby amended to designate the following
address as Maker's address for notice purposes:
Optima Technologies, LLC
c/o American TonerServ Corp.
000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx, President and CEO
3. All other terms and conditions of the Notes not specifically modified
hereby are incorporated herein and shall remain in full force and effect.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, Maker and Payee have executed this Modification of
Convertible Promissory Note as of the date first set forth above.
MAKER:
OPTIMA TECHNOLOGIES, LLC,
a Delaware limited liability company
By: AMERICAN TONERSERV CORP.,
a Delaware corporation
Its: Managing Member
By:/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, President & CEO
PAYEE:
AZARIA MANAGEMENT GROUP, LLC
(fka Optima Technologies, L.L.C.),
a Nevada limited liability company
By:/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, CEO
ACKNOWLEDGED AND AGREED:
AMERICAN TONERSERV CORP.,
a Delaware corporation
By:/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, President and CEO
