EXHIBIT 10.1
AMENDMENT #1 TO 15% PROMISSORY NOTE
THIS AMENDMENT #1 to 15% PROMISSORY NOTE (the "AGREEMENT") is made and entered
into as of September 18, 2004, between Digital Creative Development Corporation,
("DCDC"), with its principal office located at 1325 Avenue of the Americas, 26th
Fl, , Xxx Xxxx, Xxx Xxxx 00000 and International Microcomputer Software, Inc., a
California corporation ("IMSI") with its principal office located at 000 Xxxxxxx
Xxx, Xxxxx 000, Xxxxxx, Xx. 00000
RECITALS
WHEREAS, on September 18, 2003, DCDC and IMSI entered into a 15% Promissory Note
(the "NOTE") and Pledge and Security Agreement pursuant to which DCDC borrowed
from IMSI three hundred and fifty thousand dollars ($350,000) which is due and
payable with accrued interest on September 18, 2004 and secured by a pledge of
four hundred thousand (400,000) shares of the common stock of IMSI of which DCDC
is the owner; and
WHEREAS, DCDC and IMSI desire to amend the terms of the 15% Promissory Note in
regard to the date on which the outstanding principal and interest are due and
payable; and
WHEREAS, DCDC and IMSI desire to amend the terms of the Pledge and Security
Agreement whereby DCDC will pledge additional collateral to secure the
obligation due to IMSI, and
WHEREAS, capitalized terms not defined herein shall have the meanings ascribed
to them in the Note or Pledge and Security Agreement, as appropriate,
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
PAYMENT OF ALL INTEREST CURRENTLY DUE
DCDC shall pay all accrued interest due thru September 18, 2004 under the Note
to IMSI not later than October 31, 2004 which is fifty-two thousand five hundred
dollars ($52,500).
EXTENSION OF DUE DATE
IMSI shall extend the date upon which the entire principal and the remaining
accrued interest on the Note is due from September 18, 2004 to May 31, 2005.
ADDITIONAL COLLATERAL.
DCDC will deliver, not later than October 31, 2004, to IMSI a share certificate
representing its equity interest in Access Propeller Holdings, Inc. ("AP"),
together with an executed, undated form of Assignment Separate from Certificate
in the form attached as Exhibit A, which IMSI will hold as additional collateral
to secure the note. Should DCDC sell its interest in AP prior to paying the
principal and all accrued and unpaid interest in full, those proceeds will be
used to pay down the then outstanding obligation under the Note.
NO OTHER CHANGES.
Except as set forth herein, there are no other modifications, amendments or
changes to the 15% Promissory Note or Pledge and Security Agreement and all such
agreements shall continue in full force and effect, as amended herein.
ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement among the parties hereto with
respect to the subject matter hereof, supersedes and is in full substitution for
any and all prior agreements and understandings among them relating to such
subject matter.
COUNTERPARTS.
For the convenience of the parties, any number of counterparts of this Agreement
may be executed by any one or more parties hereto, and each such executed
counterpart shall be, and shall be deemed to be, an original, but all of which
shall constitute, and shall be deemed to constitute, in the aggregate but one
and the same instrument.
SEVERABILITY.
In the event that any one or more of the provisions contained in this Agreement
or in any other instrument referred to herein, shall, for any reason, be held to
be invalid, illegal or unenforceable in any respect, then to the maximum extent
permitted by law, such invalidity, illegality or unenforceability shall not
affect any other provision of this Agreement or any other such instrument.
Furthermore, in lieu of any such invalid or unenforceable term or provision, the
parties hereto intend that there shall be added as a part of this Agreement a
provision as similar in terms to such invalid or unenforceable provision as may
be possible and be valid and enforceable.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, DCDC and IMSI have executed and delivered this Amendment of
Modification Agreement as of the day and year first written above.
INTERNATIONAL MICROCOMPUTER DIGITAL CREATIVE
SOFTWARE, INC. DEVELOPMENT CORPORATION
BY: /S/ XXXXXX XXXXXXX BY: /S/ XXXX XXXXXX
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Xxxxxx Xxxxxxx Name: Xxxx Xxxxxx
Title: President Title: CEO
