Contract
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Amendment
No. 2, dated August 28, 2008 (the “Amendment”)
to the Grid Secured Promissory Note (the “Note”),
dated April 24, 2008, by and between Xxxxx.xxx Group, Inc., (“Borrower”)
and Xxxxxxxxxxx X. Xxxxx (“Lender”),
as previously amended on July 8, 2008. Any capitalized term used
but not
defined in this Amendment shall have the meaning given to such
term in the
Note.
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WHEREAS,
pursuant to the Note the Borrower is entitled to borrow from the Lender an
amount not to exceed seven hundred thousand dollars ($700,000)
dollars.
WHEREAS,
the Borrower and the Lender would like to amend the Note to increase the
amount
that can be borrowed under the Note from seven hundred thousand dollars
($700,000) to nine hundred and fifty thousand dollars ($950,000).
NOW,
THEREFORE, pursuant to Section 6(d) of the Note, the Lender agrees as
follows:
1. Amendment
to Section 2 of the Note.
Effective as of the date hereof, the first sentence of Section 2 of the Note
is
deleted in its entirety and replaced with the following:
“The
Loans in the aggregate shall not exceed nine hundred and fifty thousand dollars
($950,000).”
2. No
Other Amendments.
Except
as expressly amended, modified and supplemented hereby, the provisions of
the
Note, as amended, are and will remain in full force and effect and, except
as
expressly provided herein, nothing in this Amendment will be construed as
a
waiver of any of the rights or obligations of the parties under the
Note.
3.
Conflicts
in Terms.
In the
event of any conflict in terms between this Amendment and the Note, the terms
and conditions of this Amendment shall prevail.
4. Governing
Law.
This
Amendment shall be governed by, and construed in accordance with, the laws
of
the State of Florida (without giving effect to any conflicts of laws principles
there under).
5. Descriptive
Headings.
Descriptive headings are for convenience only and will not control or affect
the
meaning or construction of any provisions of this Amendment.
6. Counterparts.
This
Amendment may be executed in any number of identical counterparts, each of
which
will constitute an original but all of which when taken together will constitute
but one instrument.
7. Severability.
In the
event one or more of the provisions of this Amendment should, for any reason,
be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provisions of
this
Amendment, and this Amendment shall be construed as if such invalid, illegal
or
unenforceable provision had never been contained herein.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date
set
forth above.
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BORROWER:
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Xxxxx.xxx
Group, Inc.
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By:
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/s/
Xxxx X. Xxxxx XX
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Name:
Xxxx X. Xxxxx XX
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Title:
Chief Executive Officer
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LENDER:
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/s/
Xxxxxxxxxxx X. Xxxxx
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Xxxxxxxxxxx
X. Xxxxx
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