AMENDMENT TO PROMISSORY NOTE
This Amendment of Promissory Note (the "Amendment") is made this 30th day of
November, 1998, by Rolling Pin Kitchen Emporium, Inc. a Delaware corporation
(the "Borrower") and Gabledon, Ltd. a BVI corporation (herein referred to as
"Lender"). The Borrower and Lender are sometimes referred to herein as the
"parties".
W I T N E S S E T H:
WHEREAS, by Promissory Note dated September 30, 1998, Lender loaned to
Borrower the sum of $300,000 upon certain terms and conditions including a due
date of November 30, 1998; and
WHEREAS, the parties desire to extend the due date of the Promissory
Note to the earlier of the closing of the public offering of the Borrower or
January 31, 1999 and increase the interest rate for the period from December 1,
1998 through the earlier of the closing of the public offering of the Borrower
or January 31, 1999;
NOW, THEREFORE, in consideration of the due date being extended and the
interest rate being increased, and for such other good and valuable
consideration, the parties hereto hereby agree as follows:
1. The due date for the Promissory Note dated September 30, 1998, is
hereby extended from November 30, 1998 to the earlier of the closing of the
public offering of the Borrower or January 31, 1999.
2. The interest rate on the Promissory Note for the period from
December 1, 1998 through the earlier of the closing of the public offering of
the Borrower or January 31, 1999, is hereby increased to seven and one-half
percent (7.5%) per thirty day period on a pro rata basis.
3. Except as expressly amended and modified herein, the terms and
provisions of the Promissory Note shall remain in full force and effect and this
Amendment shall take effect on November 30, 1998, unless the Promissory Note is
paid in full on or before November 30, 1998.
4. Borrower and Lender each warrant and covenant that they have full
right and authority to enter this Amendment.
5. This Amendment, together with the warranties and covenants contained
herein and in the Promissory Note, shall inure to the benefit of Borrower and
Lender and their successors and assigns, and shall be binding upon Borrower and
Lender and their successors and assigns.
6. This Amendment may be executed in counterparts, and the facsimile
transmission of an executed counterpart to this Amendment shall be effective as
an original.
IN WITNESS WHEREOF, Borrower and Lender have hereunto caused to be set
their hand and seal as of the date first mentioned.
ROLLING PIN KITCHEN EMPORIUM, INC.
By /s/ Xxxx Xxxxxx
--------------------------------------
Xxxx Xxxxxx, its CFO duly authorized
GABLEDON, LTD.
By /s/ Dr. Jur. Wilfried Hoop
-----------------------------------------------------
Dr. Jur. Wilfried Hoop, Director its duly authorized
