AMENDMENT 2 TO CONVERTIBLE PROMISSORY NOTE
AMENDMENT
2 TO CONVERTIBLE PROMISSORY NOTE
This
Amendment 2 to Convertible Promissory Note (“Amendment 2”) is made and entered
into this 25th
day of
April, 2008 by and between Freedex Limited (“Freedex”) and Dominion Minerals
Corp, a Delaware Corporation (“Corporation”).
RECITALS
WHEREAS,
the
Corporation did on January 22, 2008, issue a Convertible Promissory Note
(“Note”) for value received in the amount of $350,000 (“Principal”) which is due
and payable, together with interest on February 22, 2008 (“maturity date”), to
Freedex; and
WHEREAS,
the
unpaid principal shall bear interest from the date of the Note to the maturity
date at a rate of 6% annum; and
WHEREAS,
Freedex
and the Corporation executed an Amendment to Convertible Promissory Note
(“Amendment”) on February 22, 2008 to amend the maturity date of the Note to May
31, 2008.
NOW
THEREFORE
in
consideration of the foregoing and the mutual promises and covenants contained
herein IT
HAS BEEN AND IT HEREBY IS AGREED
as
follows:
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1.
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The
entire principal amount of the Note shall be due and payable on July
31,
2008 (“amended maturity date”).
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2.
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The
Corporation shall issue as a financing fee to Freedex, 250,000 shares
of
its common stock upon the execution of Amendment 2.
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3.
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The
Note shall continue to bear interest at a rate of 6%, from the date
of the
Amendment to the amended maturity date. Interest shall be due and
payable
on the amended maturity date.
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4.
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Any
amount of principal/interest hereof which is not paid by the Amended
Maturity Date shall bear a charge of $1,000 per day or 2,000 shares
per
day as designated by Freedex (“late fee”). There will be a cure period of
15 days from the Amended Maturity Date. The late fee will be due
to the
guarantor of the Note; Xx. Xxxxxxx
Xxxxxx.
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5.
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This
amendment may be executed in counterpart by the parties
hereto.
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IN
WITNESS WHEREOF,
the
parties hereto have executed this agreement as of the date above
written.
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__________________________
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Xxxxxxx
Xxxxxxx
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Chief
Executive Officer
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Freedex
Limited
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__________________________
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Name:
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Title:
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