EXHIBIT 4.10
AMENDMENT TO PROMISSORY NOTE
This Amendment is effective the 15th day of April 2005 by and between InComm
Holdings, Corp. ("InComm"), a Nevada corporation and Xxxxxx Xxxxx ("Xxxxx"), an
individual residing in the state of California.
RECITALS
InComm and Xxxxx are parties to a certain Promissory Note dated August
15, 2005 (Agreement);
InComm and Xxxxx desire to amend the Agreement as it relates to them;
NOW THEREFORE, in consideration of the premises, agreements, covenants
and obligations herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, hereby amend the Agreement.
I. The introductory paragraph is amended to read as follows:
INCOMM HOLDINGS, CORP., a Nevada corporation ("Borrower"), for value
received hereby promises to pay to the order of Xxxxxx Xxxxx ("Holder"), in the
manner set forth below, the principal sum of One Hundred Thousand Dollars
($100,000) together with a premium payment in the amount of Fifty Thousand
Dollars ($50,000), with the principal balance and premium being due and payable
on or before July 15, 2006 (the "Maturity Date"). In addition to the foregoing,
for each dollar loaned by the Holder to the Borrower, the Holder shall receive
0.35 warrants, or THIRTY FIVE THOUSAND (35,000) CASHLESS warrants (the
"Warrants"). Each Warrant(s) shall be exercisable at ONE DOLLAR ($1.00) per
common share of the Borrower (the "Warrant Shares"), for a period of no more
than THREE (3) years from the date of this Note's execution (the "Exercise
Period"). Holder shall also receive TWENTY FIVE THOUSAND (25,000) restricted
shares of Borrower with piggyback registration rights. Furthermore, Borrower
represents that it shall pay Holder out of the first One Million Dollars
($1,000,000) in proceeds received from its equity raise conducted by the Shemano
Group and/or any other firm.
II. The parties agree that all the provisions of the Agreement will
remain valid and enforceable and shall not be affected by this Amendment with
the exception of the change made in the introductory paragraph to the premium
payment.
The undersigned parties certify to having read this Amendment to the
Agreement and that it correctly states the new terms and conditions set forth
above as amendment to the Agreement and hereby approve said Amendment to the
Agreement.
INCOMM (Borrower) XXXXX (Holder)
/s/ Xxxx Xxxxxxx /s/ Xxxxxx Xxxxx
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Xxxx Xxxxxxx, Chairman & CEO Xxxxxx Xxxxx
Date: ______________________ Date: ______________________
