AMENDMENT TO AGREEMENT
Exhibit
10.1
AMENDMENT TO AGREEMENT
This Amendment to the Unsecured
Promissory Note, as of August 23, 2009, is made by and between Mr. Xxxxxxx
Xxxxxxx et al (hereinafter referred to as the “Maker”) and United eSystems, Inc.
(”Debtor”) who hereby agree as follows:
WHEREAS, Maker and Debtor
entered into an Unsecured Promissory Note (hereinafter the “Agreement”) dated as
of August 22, 2008 (all capitalized terms not otherwise defined herein shall
have the meaning set forth in the Agreement);
WHEREAS, the Maker and Debtor
desire to amend the Agreement to modify certain terms and dates included in the
original Agreement;
NOW, THEREFORE, for and in
consideration of the foregoing, the mutual covenants and agreements herein
contained and other good and valuable consideration, Debtor and Maker hereby
mutually enter into this Amendment to the Agreement as follows:
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1.
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In
lieu of the scheduled payment due under the original Agreement through the
date of this Agreement, Maker agrees to allow Debtor to make one payment
of $30,000.00 upon execution of this Amendment, which shall be applied to
the outstanding principal balance. Maker will allow Debtor to
make monthly interest payments thereafter computed on the then outstanding
principal balance, and based upon the rate of interest stated in the
Agreement, commencing September 23, 2009. The remaining
principal payment of $150,000.00 shall not be due under the Agreement
until Maker notifies Debtor otherwise upon thirty (30) days advance
written notice.
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2.
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Although
Maker’s Promissory Note is unsecured and subordinate to the Thermo Credit
Note and the Xxxxxxxxxx Note, upon execution of the Agreement, Debtor
agrees to file a UCC-1 (with permission of Thermo Credit and Xxxxxxxxxx)
in favor of Maker so that once the Thermo Credit and Xxxxxxxxxx Notes have
been extinguished, Maker’s Note shall have a secured first position on the
Assets of the Debtor.
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3.
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All
payments under this Amendment may be made within five (5) business days of
the due date without penalty or
default.
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4.
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Debtor
hereby certifies that:
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a.
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all
of the representations and warranties contained in the Agreement are true
and correct as of the date thereof;
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b.
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the
Debtor is not in default under the
Agreement;
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c.
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no
event of default has occurred and is
continuing;
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d.
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Debtor
has not breached any covenant contained in the Agreement;
and
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e.
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The
Agreements are in full force and effect as of the date
hereof.
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5.
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Except
as set forth above, all of the remaining terms, provisions and conditions
of the Agreements shall remain in full force and
effect.
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IN WITNESS WHEREOF, the
parties have caused this instrument to be duly executed as of the date first
above written.
Xxxxxxx Xxxxxxx, et al.
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx
Xxxxxxx
Title: Individual and on behalf of
others
DEBTOR
By: /s/ Xxxxxx Xxxx Green,
Jr.
Name: Xxxxxx Xxxx
Green, Jr.
Title: Chief Executive
Officer
