EXHIBIT 4.17
AMENDMENT TO PROMISSORY NOTE
This Amendment is effective the 29th day of September 2006 by and between InComm
Holdings, Corp. ("InComm"), a Nevada corporation and Xxxxxxxx Xxxxxxxxxx
("Xxxxxxxxxx"), an individual residing in the state of New Jersey.
RECITALS
InComm and Xxxxxxxxxx are parties to a certain Promissory Note dated
April 11, 2006 (Agreement);
InComm and Xxxxxxxxxx desire to amend the Agreement as it relates to
them;
NOW THEREFORE, in consideration of the premises, agreements, covenants
and obligations herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, hereby amend the Agreement.
I. The introductory paragraph is amended to read as follows:
TRADEQUEST INTERNATIONAL INC., d/b/a INCOMM HOLDINGS, CORP., a Nevada
corporation ("Borrower"), for value received hereby promises to pay to the order
of Xxxxxxxx Xxxxxxxxxx, an individual residing in the state of New Jersey,
("Holder"), in the manner set forth below, the principal sum of One Hundred
Thousand Dollars ($100,000) together with a premium payment in the amount of
Fifty Thousand Dollars ($50,000), with the principal balance and premium being
due and payable on or before the Borrower's receipt of it's third tranche of
financing, or any other source of financing, but no later than February 28,
2006, (the "Maturity Date"). Prior to the Maturity Date, Borrower shall pay
Holder Thirty Thousand Dollars ($30,000) upon receipt of Holder's second tranche
of financing, which is due Borrower subsequent to the Borrower's filing of its
Registration Statement. The balance then due shall be payable on or before the
Maturity Date. In addition to the foregoing, for each dollar loaned by the
Holder to the Borrower, the Holder shall receive 0.50 warrants, or FIFTY
THOUSAND (50,000) warrants (the "Warrants"). Each Warrant(s) shall be
exercisable at FIFTY CENTS ($.50) per common share of the Borrower (the "Warrant
Shares"), for a period of no more than THREE (3) years from the date of this
Note's execution (the "Exercise Period"). Furthermore, Holder shall also receive
FOUR HUNDRED FIFTY THOUSAND (450,000) restricted shares of the Borrower. In the
event that Borrower does not pay Holder by the
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Maturity Date, Holder shall extend the Maturity Date by THIRTY, (30) days and be
automatically entitled to receive an additional TWENTY FIVE THOUSAND (25,000)
restricted shares of Borrower. All shares and/or warrants issued to Holder by
Borrower shall have piggyback registration rights.
II. Paragraph 5 is amended to read as follows:
Costs of Collection. The Borrower shall reimburse the Holder, on
demand, for any and all costs and expenses, including reasonable attorneys'
fees and court costs, incurred by the Holder in collecting or otherwise
enforcing this Note.
III. The parties agree that all the provisions of the Agreement will
remain valid and enforceable and shall not be affected by this Amendment with
the exception of the change made in the introductory paragraph to the premium
payment.
The undersigned parties certify to having read this Amendment to the
Agreement and that it correctly states the new terms and conditions set forth
above as amendment to the Agreement and hereby approve said Amendment to the
Agreement.
INCOMM (Borrower) XXXXXXXXXX (Holder)
/s/ Xxxx Xxxxxxx /s/ Xxxxxxxx Xxxxxxxxxx
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Xxxx Xxxxxxx, Chairman & CEO Xxxxxxxx Xxxxxxxxxx
Date: September 29, 2006 Date: September 29, 2006
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