MODIFICATION OF MODIFIED SECURED PROMISSORY NOTE

EXHIBIT 10.8

MODIFICATION OF MODIFIED SECURED PROMISSORY NOTE

     THIS MODIFICATION OF MODIFIED SECURED PROMISSORY NOTE (this “ Modification ”) dated as of November 16, 2009, is made by and among IPRINT TECHNOLOGIES, LLC, a Delaware limited liability company (" Maker "), MTS PARTNERS, INC. (fka iPRINT TECHNOLOGIES, INC.), a California corporation (" Payee "), AMERICAN TONERSERV CORP., a Delaware corporation (" ATS "), and certain other parties.

RECITALS

A.	The Maker, Payee, and others are parties to that certain Asset Purchase Agreement, dated as of October 31, 2008, as thereafter amended (the "APA"), pursuant to which Maker and ATS executed a SECURED CONTINGENT PROMISSORY NOTE NO. 1 AND A SECURED CONTINGENT PROMISSORY NOTE NO. 2, which were combined into a MODIFIED SECURED PROMISSORY NOTE (“Note”) dated February 28, 2009, made payable to Payee.
B.		The Maker, Payee, and others are entering into that certain Second Amendment to APA dated of even date herewith, pursuant to which Section 7.3 is deleted in its entirety.
C.	Maker and Payee desire to amend the Note in accordance with this Modification.

     NOW, THEREFORE, in consideration of the covenants and conditions contained herein, the parties agree as follows:

     1. A principal payment of One Hundred Seventy Five Thousand Dollars ($175,000) was due October 31, 2009 on the Modified Secured Promissory Note. This was paid in full by October 31, 2009.

     2. Section 4(b) of the Note is hereby amended as follows: additional payments of sixty percent (60%) of every dollar raised through private offerings will be paid until the Note is paid in full as more fully described in Exhibit C-8, attached hereto.

     3. With the deletion of Section 7.3 of the APA, Section 8 of the Note is hereby amended as follows: (i) Subsection (i) referencing Section 7.3 of the APA is deleted in its entirety, and (ii) the reference to Section 7.3(b)(4)(ii) in the last sentence of Section 8 is hereby replaced with Section 7.3(b)(5)(ii).

     4. In the event of any conflict between the terms of the Note and Exhibit C-8, the terms of Exhibit C-8 shall govern.

     5. All other terms and conditions of the Note not specifically modified hereby are incorporated herein and shall remain in full force and effect.

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     6. This Modification may be executed in any number of counterparts, each of which shall be deemed to be one and the same instrument. The exchange of copies of this Modification and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Modification as to the parties and may be used in lieu of the original Modification for all purposes. Signatures of the parties transmitted by facsimile or other electronic means shall be deemed to be their original signatures for all purposes.

[SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the parties have executed this Modification to the Modified Secured Promissory Note as of the date first set forth above.

MAKER:
iPRINT TECHNOLOGIES, LLC,
a Delaware limited liability company
By:	AMERICAN TONERSERV
CORP. ,
	a Delaware corporation
Its:	Managing Member
By:	/s/ Xxxxx Mache
	Xxxxx Mache
Its:	President and CEO
ATS:
AMERICAN TONERSERV CORP. ,
a Delaware corporation
By:	/s/ Xxxxx Mache
	Xxxxx Mache,
Its:	President and CEO
PAYEE:
MTS PARTNERS, INC. (fka iPRINT
TECHNOLOGIES, INC. ),
a California corporation
By:	/s/ Xxxx Xxxxxx
	Xxxx Xxxxxx
Its:	President and Secretary

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