SECOND AMENDMENT TO PROMISSORY NOTE
THIS SECOND AMENDMENT TO PROMISSORY NOTE is entered this ___ day of
September, 2000, by and between Global Eco-Logical Services, Inc., a
Florida corporation ("Maker"), WasteMasters, Inc., a Maryland corporation
("WMI"), and ____________________ ("Noteholder").
WHEREAS, the Maker and the Noteholder are parties to a Promissory Note
dated June 1, 1999 in the original principal amount of $100,000.00;
WHEREAS, the Maker and the Noteholder entered into an Amendment to
Promissory Note dated March 1, 2000, to amend certain terms thereof;
WHEREAS, the Maker has agreed to sell certain assets to WMI, which has
agreed to assume payment of the Promissory Note, its accrued interest, and
permissible default fees, as partial consideration for the Lease/Purchase
and Management Agreement, and in connection with such assumption, the
Maker, WMI and the Noteholder have entered into this Second Amendment to
evidence the Noteholder's consent to the assumption of the Promissory Note
by WMI and the terms of an amendment to the Promissory Note;
NOW, THEREFORE, in consideration of the promises and mutual agreements
herein contained, it is agreed by and between the parties hereto as
follows:
1. The Seventh Paragraph of the Note is hereby deleted and replaced in
its entirety with the following language:
"This Note shall be convertible, at the sole option of the Holder, into
paid and non-assessable shares of Common Stock of the Maker or
WasteMasters, Inc. ("WMI") as specified in a notice of conversion delivered
to the office of both the Maker and WMI at such places that they may from
time to time determine (all future references to "Common Stock" in this
paragraph shall refer to the Common Stock of WMI or the Maker as specified
in a notice of conversion). The number of shares of Common Stock issuable
upon conversion of this Note shall be equal to $1,000.00 divided by the
applicable Conversion Price in effect at the time of conversion determined
as hereinafter provided for each $1,000 in principal and accrued interest
due on this Note at the time of conversion. The price at which shares of
Common Stock shall be delivered upon conversion (the "Conversion Price")
shall be the Current Bid Price (as hereinafter defined) of the Common Stock
of the applicable company as of the close of business on the day
immediately preceding the date of conversion; provided, however, that such
Conversion Price shall be subject to adjustment from time to time in
certain instances as hereinafter provided; and further provided that in no
event shall the Conversion Price for Common Stock of WMI be less than $0.10
per share. No payment or adjustment shall be made in respect of dividends
previously declared and paid on the Common Stock upon conversion of part or
all of this Note into shares of Common Stock. If the Maker elects to prepay
part or all of this Note, such right of conversion shall cease and
terminate, as to the portion designated for prepayment, at the close of
business on the prepayment date, unless the Maker defaults in the
prepayment. No fractional shares of Common Stock will be issued, and
instead the number of shares of Common Stock to be issued on conversion of
this Note will, to the extent necessary, be rounded up to the nearest whole
number of shares."
2. The Noteholder hereby consents to the assumption of the Promissory
Note by WMI, and WMI hereby agrees to perform all obligations of the Maker
thereunder is if it were the original Maker thereunder.
3. In the event the Noteholder elects to convert any part of the
Promissory Note into shares of Common Stock of the Maker, then WMI shall
reimburse the Maker for such conversion by issuing the Maker that number of
shares of Common Stock of WMI which WMI would have been obligated to issue
the Noteholder if the Noteholder had instead elected to convert such part
of the Promissory Note into shares of Common Stock of WMI.
4. All terms and conditions in the Promissory Note shall remain
unchanged except to the extent specifically modified herein. All terms
defined in the Promissory Note shall have the same meaning herein that they
are defined to have the Promissory Note, unless specifically provided
otherwise.
IN WITNESS HEREOF, the parties have executed this Agreement, as of the
date first written above.
MAKER:
GLOBAL ECO-LOGICAL SERVICES, INC., a Florida corporation
By: ________________________________
Xxxxxxx X. Xxxxxx, Xx., President
HOLDER:
By: ________________________________
Print Name: _________________________
WMI:
WASTEMASTERS, INC., a Maryland corporation
By: ____________________________________
Xxxxxxx X. Xxxxxxx, Secretary
