Exhibit 10.18
AMENDMENT TO PROMISSORY NOTES
DEFERRAL OF PRINCIPAL PAYMENTS
THIS AMENDMENT TO PROMISSORY NOTES (the "Amendment") is made effective
as of the 31st day of December 2001, by and among Venturos AS, a Norwegian
corporation (the "Lender") and MediaBin, Inc., a Georgia corporation (the
"Borrower").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Lender is the holder of those certain Promissory Notes from
Borrower listed below, payable to the order of Lender (the "Notes");
Item
1. Note dated March 23, 2000, in the principal amount of $1,000,000;
2. Note dated October 11, 2000, in the principal amount of $750,000;
3. Note dated December 28, 2000, in the principal amount of $2,500,000;
4. Note dated September 28, 2001, in the principal amount of $1,250,000
5. Note dated November 12, 2001, in the principal amount of $1,125,000; and
WHEREAS, Lender and Borrower wish to amend the Notes as hereinafter
provided;
NOW, THEREFORE, for and in consideration of the mutual agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Lender and Borrower hereby agree
as follows:
The Notes listed above as items # 1-3 shall be and are hereby modified
and amended by deleting the entire fifth (5th) paragraph of each Note and
replacing it with the following:
"Unless previously converted to common stock in accordance with the
provisions of the Loan Agreement, commencing March 31, 2002, and
continuing on each June 30, September 30, December 31 and March 31
thereafter, the indebtedness evidenced by this Note shall be due and
payable in 11 consecutive quarterly installments of principal, each in
the amount of 1/12th of the principal balance outstanding hereunder on
December 30, 2001, plus all accrued and unpaid interest as hereinabove
provided. The entire outstanding balance of the indebtedness evidenced
by this Note, together with all accrued and unpaid interest, shall be
due and payable in a 12th and final installment on December 30, 2004.
The Lender shall be obligated to convert the entire outstanding
principal balance hereunder into common stock of the Borrower upon the
events and in the manner specified in the Loan Agreement."
The Notes listed above as items # 4-5 shall be and are hereby modified
and amended by deleting the entire fifth (5th) paragraph of each Note and
replacing it with the following:
"Unless previously converted to common stock in accordance with the
provisions of the Loan Agreement, the indebtedness evidenced by this
Note shall be due and payable on March 31, 2002 plus all accrued and
unpaid interest as herein above provided."
All references in the Notes to this "Note" shall hereafter refer to the Notes as
hereby amended.
Except as expressly provided herein, all terms and conditions of the
Notes remain in full force and effect. Nothing herein shall be construed to
constitute a novation of the Note, and the intention of the parties hereto is
not to extinguish the Notes.
This Amendment shall be construed in accordance with the laws of the
State of Georgia.
IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment to
be executed, as of the date first above written.
BORROWER: LENDER:
MEDIABIN, INC. VENTUROS AS
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Rune Dybesland
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Name: Name:
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Title: Title:
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Date: Date:
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