MODIFICATION AGREEMENT
This
Modification Agreement is made this 30th day of June, 2006, 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 the earlier of (i) December 31, 2006,
(ii) a financing event in excess of $1,000,000.00, or (iii) a merger or
acquisition event where more than 50% of Nayna’s securities are sold or a target
business’s capital stock is purchased.
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:
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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:
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ALLIANCE
ENTERPRISE CORPORATION
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| By: | /s/ Xxxxxxx Xxxxxx | |
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Name: |
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| Title: | ||
