Exhibit 10.5
AMENDMENT TO PROMISSORY NOTES
DEFERRAL OF INTEREST PAYMENTS
THIS AMENDMENT TO PROMISSORY NOTES (the "Amendment") is made effective as
of the 31/st/ day of March 2002, by and among Xxxxxxx Holding Ltd., a Cayman
Islands corporation (the "Lender") and MediaBin, Inc., a Georgia corporation
(the "Borrower").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Lender is the holder of certain Promissory Notes from Borrower, as
listed below ("Notes"):
. Note dated March 23, 2000, in the principal amount of $1,000,000
plus interest previously deferred of $49,857;
. Note dated October 11, 2000, in the principal amount of $750,000
plus interest previously deferred of $38,575; and
. Note dated June 21, 2001, in the principal amount of $750,000 plus
interest previously deferred of $38,575; and
WHEREAS, Lender and Borrower wish to amend the Notes as hereinafter
provided;
NOW, THEREFORE, for and in consideration of the mutual agreements herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Lender and Borrower hereby agree as follows:
"The interest payment due upon each of the above Notes on December 31,
2001, including interest previously deferred, totals approximately
$127,007, will be deferred until January 1, 2003. The interest deferred
will be added to the principal balance of each Note and will accrue
interest at the same rate as the rest of the principal."
All references in the Notes to this "Note" shall hereafter refer to the
Notes as hereby amended.
Except as expressly provided herein, all terms and conditions of the Notes
remain in full force and effect. Nothing herein shall be construed to constitute
a novation of the Notes, and the intention of the parties hereto is not to
extinguish the Notes.
This Amendment shall be construed in accordance with the laws of the State
of Georgia.
IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment to be
executed, as of the date first above written.
BORROWER: LENDER:
MEDIABIN, INC. XXXXXXX HOLDING, LTD.
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxxxx
------------------------------- --------------------------------
Name: Xxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxxxx
Title: Chief Financial Officer Title: Director
Date: March 26, 2002 Date: April 10, 2002
