SECOND AMENDMENT TO AGREEMENT
This amendment to the Amendment to Agreement dated August 22, 1997 between
eSoft, Inc. (the "Company") and Transition Partners, Ltd. ("Consultant") is
entered into as of the 11th day of November, 1997 (the "Second Amendment")
RECITALS
A. The Company and Consultant entered into a letter of agreement dated
October 14, 1996 (the "Original Agreement Letter") which was amended by a letter
of agreement dated May 6, 1997 extending the term of the Original Engagement
Letter for an additional six months, to October 15, 1997 and was further amended
by the Amendment to Agreement dated August 22, 1997 between the Company and
Consultant pursuant to which promissory notes were issued by the Company to
Consultant (the "Amendment to Agreement")
B. The Company and Consultant desire to modify the terms of said
promissory notes, including extending the dates when the promissory notes are
due.
AGREEMENT
The undersigned parties hereby agree as follows:
1. Amendments.
(a) Section 3(b) of the Amendment to Agreement is hereby deleted in
its entirety and in replace thereof is the following:
"(b) Concurrent with the execution of this Agreement, the
Company shall deliver a promissory note in the amount of $41,000,
bearing no interest until due, payable on January 2, 1999 and paying
interest at the rate of 12 percent per annum after maturity. If an
initial public offering of the Company's Common Stock is consummated
with proceeds of at least one million dollars to the Company, the
$41,000 promissory note shall be due 30 days after the offering. The
Company may, at its option, satisfy the note by delivery to
Consultant of shares of common stock, valued at the initial public
offering price, equal to the face amount of the note.
(b) Section 3(c) of the Amendment to Agreement is hereby deleted in
its entirety and in replace thereof is the following:
"(c) Concurrent with the execution of this Agreement, the
Company shall deliver a promissory note in the amount of $75,000,
bearing no interest until due,
payable on January 2, 1999 and paying interest at the rate of 12
percent per annum after maturity. If an initial public offering of
the Company's Common Stock is consummated with proceeds of at least
one million dollars to the Company, the $75,000 promissory note
shall be due 30 days after the offering. The Company, may at its
option, satisfy the note by delivery to Consultant of shares of
common stock, valued at the initial public offering price, equal to
the face amount of the note.
2. Acknowledgments. The Company and Consultant acknowledge that the
foregoing amendments supersede and replace Sections 3(b) and 3(c) of the
Amendment to Agreement as if the foregoing amendments had been included in the
Amendment to Agreement when executed.
3. Governing Law. This Second Amendment shall be interpreted and construed
in accordance with the laws of the State of Colorado.
SIGNATURES
IN WITNESS WHEREOF, Consultant and the Company have caused this Second
Amendment to be executed and delivered as of the first date mentioned above.
THE COMPANY:
eSOFT, INC.
By: /s/Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
THE CONSULTANT:
TRANSITION PARTNERS, LTD.
By: /s/W. Xxxxxxxx Xxxxxxxx
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W. Xxxxxxxx Xxxxxxxx, President
