NOTE MODIFICATION AGREEMENT
This Note Modification Agreement is entered into as of February 24,
1997 between Mantis V, L.L.C., a Delaware limited liability company ("Mantis")
and Discas, Inc., a Delaware corporation ("Discas").
Whereas, Discas is the obligor under three promissory notes payble to
the order of Mantis dated September 9, 1996 ($200,000), December 5, 1996
($150,000) and February 11, 1997 ($25,000) (the "Notes"); and
Whereas, Discas is contemplating a public offering of securities
through Roan Capital Partners, L.P. ("Roan") and Roan has required that the
maturity date of the Notes be modified as set forth herein as a condition to
proceeding with the underwriting of such public offering;
Now, therefore, the parties do hereby agree as follows:
1. MATURITY. The Notes are each hereby deemed amended to provide that
they shall each be due and payable upon the earlier to occur of (i) July 31,
1998 or (ii) the closing by Discas of a commercial loan facility which provides
Discas with a total credit availability of at least $1,000,000 as of such
closing date, but in no event shall such Notes be payable earlier than 110
calendar days from the effective date of the registration statement for Discas'
public offering of securities.
2. EFFECTIVENESS OF THIS AMENDMENT. This Note Modification Agreement
shall be immediately effective upon execution, but shall become null and void
if and when Discas shall terminate its proposed public offering through Roan by
written notice to Roan.
g 3. NOTES REAFFIRMED. Except as expressly set forth herein, the Notes
are reaffirmed to continue in existence unmodified.
In witness whereof, the undersigned have executed this agreement,
being duly authorized to do so.
Discas, Inc. Mantis V, L.L.C.
By: By Mantis Partners III, L.P.,
-------------------------- managing member
Xxxxxxx X. XxXxxxx,
President
By:
----------------------------
Xxxx Xxxxxx, general partner
