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EXHIBIT 10.8
SECOND AMENDMENT TO COMMERCIAL PROMISSORY NOTE
THIS SECOND AMENDMENT TO RENEWAL COMMERCIAL PROMISSORY NOTE (herein
"Second Amendment") is made and entered into as of this 7th day of March, 2000
by and between INTELLIGENT SYSTEMS CORPORATION, a Georgia corporation (herein
"Borrower"), and FIDELITY NATIONAL BANK, a national bank (herein "Lender").
WITNESSETH:
WHEREAS, on July 2, 1999, Lender extended a $1,000,000.00 line of
credit loan (herein the "Loan") in favor of Borrower as evidenced by that
certain Commercial Promissory Note in the face principal amount of
$1,000,000.00 executed by Borrower in favor of Lender dated July 2, 1999
(herein the "Note");
WHEREAS, Borrower previously requested and Lender agreed to extend an
additional $600,000.00 under the terms of the Loan, and, in evidence thereof,
Borrower and Lender entered into that certain First Amendment to Commercial
Promissory Note dated October 13, 1999, increasing the face amount of the Note
from $1,000,000 to $1,600,000 (all references to the terms "Loan" and "Note"
shall be as amended by the aforesaid First Amendment to Commercial Promissory
Note);
WHEREAS, in accordance with the terms of the Note, Borrower paid to
Lender $1,000,000 in principal in order to reduce the principal balance of the
Loan and the Note from $1,600,000 to $600,000;
WHEREAS, Borrower has requested and Lender has agreed to increase the
amount available under the terms of the Loan and the Note from $600,000 to
$1,000,000, and the parties mutually desire to modify the terms and provisions
of the Note as hereinafter provided.
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and
other good valuable consideration, the receipt, adequacy, and sufficiency which
are hereby acknowledged, the parties hereby agree as follows:
1. Recitals. The foregoing recitals are true and correct and are
incorporated herein by this reference.
2. Capitalized Terms. All capitalized terms contained in this Second
Amendment shall have the same meaning afforded to them in the Note.
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3. Specific Modifications of the Note. The parties hereby agree to
make the following specific modifications to the Note:
a. The face principal amount of the Note is hereby amended to
$1,000,000.00, and all references to the amount "$1,600,000.00" in the
Note shall hereinafter refer to "$1,000,000.00."
b. The maturity date of the Note is hereby extended from June 30, 2000
to May 1, 2001, and all references to the term "June 30, 2000" in the
Note shall hereinafter refer to the date "May 1, 2001".
c. The amount of "$600,000" referred to in paragraph 4 of the Rider to
the Note (as added by the aforesaid First Amendment to Commercial
Promissory Note) shall hereinafter refer to "$1,000,000".
4. No Impairment. Borrower agrees that the terms and provisions hereof
shall in no manner impair, limit, restrict or otherwise effect the obligations
of Borrower to Lender as evidenced by the Note, except as modified hereby.
5. No Defenses. Borrower acknowledges that it has no offsets, claims,
counterclaims or defenses against Lender or under any of their obligations
contained in the Note, and to the extent any such offsets, claims,
counterclaims or defenses exist, the same are hereby waived by Borrower.
6. Ratification. Except as amended hereby, each and every term and
provision of the Note is hereby ratified and affirmed by the Borrower and shall
remain in full force and effect.
7. Effect of Amendment. In signing this Second Amendment, the parties
hereto expressly certify and covenant that they have carefully read all
provisions contained herein, have had an opportunity to consult with legal
counsel of their choosing and to consider the ramifications and terms of this
Second Amendment, and they have voluntarily signed this Second Amendment with
the understanding that it will be final and binding as to their interests and
they have had a sufficient opportunity to review the Second Amendment and
consult with counsel of their choice prior to making such decision to execute
this Second Amendment. The parties hereby represent and warrant that this
Second Amendment is executed without reliance on any statement or
representation of the other, except as expressly set forth in the within and
foregoing Second Amendment, and this Second Amendment constitutes the entire
Second Amendment between the parties hereto and that no promise or inducement
or
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consideration, other than that expressed in the within and foregoing Second
Amendment, has been offered or accepted and all such prior inducements or
considerations are deemed merged herein.
8. Novation. It is the intention of the parties hereto that the
execution and delivery of this Second Amendment shall in no way constitute a
novation of the debt evidenced by the Note.
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment under seal as of the day and year first above written.
BORROWER:
INTELLIGENT SYSTEMS CORPORATION, a
Georgia corporation
By: /s/
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Title: Pres.
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Attest: /s/
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Title: VP/CFO
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[CORPORATE SEAL]
LENDER:
FIDELITY NATIONAL BANK, a national bank
By: /s/
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Title: Sr. Vice Pres.
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[BANK SEAL]
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