EXHIBIT 10.12
AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
This Amendment is effective the 8th day of December 2006 by and between InComm
Holdings, Corp. ("InComm"), a Nevada corporation and Xxxx Xxxxxx Fresco
("Fresco"), an individual residing in the state of Florida.
RECITALS
InComm and Fresco are parties to a certain Convertible Promissory Note
dated March 22, 2005 (Agreement);
InComm and Fresco desire to amend the Agreement as it relates to them;
NOW THEREFORE, in consideration of the premises, agreements, covenants
and obligations herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, hereby amend the Agreement.
I. The introductory paragraph is amended to read as follows:
This Promissory Note (the "Note") is repayable on March 1, 2007. The
Lender shall receive by no later than December 15, 2006 an interest payment
equivalent to the sum of Ten Percent (10%) for the Three (3) months from
September 22, 2006 to December 15, 2006 or Two Thousand Five Hundred Dollars
($2,500) plus the Ten Percent (10%) penalty for the extension of the Agreement
or Ten Thousand Dollars ($10,000), all totaling Twelve Thousand Five Hundred
Dollars ($12,500). The parties understand that all calculations are based on a
One Hundred Thousand Dollars ($100,000) amount because InComm repaid Fresco Ten
Thousand Dollars ($10,000) of the original One Hundred Ten Thousand Dollars
($110,000) Agreement.
In addition to the foregoing, for each dollar loaned by the Lender to the Maker,
the Lender shall receive twenty (20) warrants, (the "Warrants"). Each Warrant(s)
shall NOW be exercisable at FIVE CENTS ($0.05) per common share, INSTEAD OF TEN
CENTS ($0.10) per the Note, of the Maker (the "Warrant Shares"), for a period of
no more than THREE (3) years from the date of this Note's execution (the
"Exercise Period").
The Shares and Warrants shall have the rights, preferences and privileges and
set forth in the respective documents, inclusive of piggyback registration
rights and cashless exercise rights.
II. The parties agree that all the provisions of the Agreement will
remain valid and enforceable and shall not be affected by this Amendment with
the exception of the changes made in the introductory paragraph.
The undersigned parties certify to having read this Amendment to the
Agreement and that it correctly states the new terms and conditions set forth
above as amendment to the Agreement and hereby approve said Amendment to the
Agreement.
INCOMM (Borrower) FRESCO (Holder)
/s/ Xxxx Xxxxxxx /s/ Xxxx Xxxxxx Fresco
Xxxx Xxxxxxx, Chairman & CEO Xxxx Xxxxxx Fresco
Date: 12/08/06 Date: 12/19/06
