EXHIBIT 4.18
EXTENSION AGREEMENT
This EXTENSION AGREEMENT (this "Agreement"), dated as of __________,
2004, is between Interchange Corporation, ("Interchange") and
____________________, a holder of an 8% Secured Convertible Debenture of
Interchange (the "Holder").
RECITALS
WHEREAS, Interchange and the Holder entered into a Unit Subscription
Agreement (the "Unit Agreement") dated ____________, whereby Interchange issued
an 8% Secured Convertible Debenture in the amount of
$___________(the "Debenture");
WHEREAS, the Debenture is due on the earlier of (i) the first
anniversary of issuance, or (ii) 15 days following the completion of a financing
with net proceeds to Interchange of at least $10 million (the "Current Maturity
Date"); and
WHEREAS, in consideration of Interchange continuing forward with an
initial public offering of its common stock, the Holder and Interchange desire
to extend the Current Maturity Date to the earlier of (i) December 31, 2004 or
(ii) 15 days following the completion of a financing with net proceeds to
Interchange of at least $10 million (the "New Maturity Date"); and
NOW, THEREFORE, in consideration of the foregoing, the parties
hereto agree as follows:
1. Extension of Current Maturity Date. The Holder hereby agrees to
extend the Current Maturity Date to the New Maturity Date.
Except as modified herein, the Unit Agreement is affirmed by the
parties hereto in its entirety and shall remain in full force and effect. This
Extension Agreement may be executed in counterparts, each of which shall be an
original, and taken together, shall be deemed to be one and the same instrument.
HOLDER:
By:
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Print Name:
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Date:
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INTERCHANGE CORPORATION
By:
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Its:
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PLEASE SIGN AND FAX BACK TO 000-000-0000
