EXHIBIT 10.32
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AMENDMENT TO CONVERTIBLE NOTE
This AMENDMENT TO CONVERTIBLE NOTE (the "Amendment") is made as of August
9, 2004 by and between XXXXXX, INC., 000 Xxxxxxxxx Xxxxxx Xxxxx 000, Xxxxxxxxxx,
Xxxxx Xxxxxx 00000, a Delaware corporation (hereinafter called the "Borrower")
and LAURUS MASTER FUND, LTD., c/o Ironshore Corporate Services Ltd., X.X. Xxx
0000 G.T., Queensgate House, South Church Street, Grand Cayman, Cayman Islands,
Fax: 000-000-0000 (the "Holder") or its registered assigns or successors in
interest, and amends that certain Convertible Note (the "Note") made as of
January 14, 2004 by the Borrower to the Holder in the principal amount of One
Million Five Hundred Thousand Dollars ($1,500,000). Capitalized terms not
otherwise defined herein shall have the same meaning as set forth in the Note.
WHEREAS, Holder desires to not have the right to convert interest due and
payable on the Note to common stock;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties hereby agree as follows:
1. Section 3.1 of the Note is hereby amended and restated in its entirety to
read:
3.1. Holder's Conversion Rights . If the closing price of the Common
Stock is greater than the Fixed Conversion Price, and the registration
statement required by Section 10 of the Purchase Agreement has been
declared effective by the Securities Exchange Commission, the Holder shall
have the right, but not the obligation to convert the principal portion of
this Note into fully paid and nonassessable shares of common stock of the
Borrower as such stock exists on the date of issuance of this Note.
2. The Note, as amended hereby, remains in full force and effect.
IN WITNESS WHEREOF, each Borrower has caused this Note to be signed in its
name effective as of this 9th day of August, 2004 .
XXXXXX, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Chief Operating Officer
LAURUS MASTER FUND, LTD.
By: /s/ Xxxxx Grin
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Name: Xxxxx Grin
Title: Director
