FIRST AMENDMENT TO SUBORDINATED DEBENTURE
This First Amendment to Subordinated Debenture ("Amendment") is made
and entered into as of the first day of November, 1998, by and between ALTRIS
SOFTWARE, INC. (the "Company"), a California corporation, and SIRROM CAPITAL
CORPORATION d/b/a Tandem Capital (the "Purchaser"), a Tennessee corporation.
W I T N E S S E T H:
WHEREAS, the Purchaser and the Company have previously executed that
11.5% Subordinated Debenture Due June 27, 2002, in the principal amount of
$3,000,000 (the "Debenture");
WHEREAS, the Purchaser and the Company wish to amend the Debenture,
which amendment has been required as a condition to the Purchaser's issuance of
certain consents described in the Company's letter to the Purchaser dated
September 15, 1998;
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are acknowledged, it is agreed as follows:
1. The Debenture is hereby amended by inserting the following
language after the phrase "commencing September 1, 1997," in the third paragraph
thereof:
and payable monthly by automatic debit on the first day of each month
commencing November 1, 1998,
2. The Debenture remains in full effect, as amended hereby.
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Executed as of the date stated above.
ALTRIS SOFTWARE, INC.
By:
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Title:
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SIRROM CAPITAL CORPORATION
D/B/A TANDEM CAPITAL
By:
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Title:
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