AMENDMENT NO. 1 TO THE
NOTE PURCHASE AGREEMENT
This Amendment No. 1 to the Note Purchase Agreement dated February 4, 2003
shall serve to amend the Note Purchase Agreement and the convertible note issued
thereunder (the "Note"), dated as of March 31, 2000 (collectively referred to as
the "Financing Documents"), by and among iDial Networks, Inc., a Nevada
corporation (the "Company") and Xxxx X. Xxxx (the "Holder").
The undersigned parties hereby amend the Financing Documents whereby the
Company and the Holder agree that:
1. The Holder agrees to defer all payments from the Company as set forth
pursuant to the Financing Documents until the earlier of (i) February 6,
2004 or (ii) AJW Partners, LLC, AJW Offshore, Ltd. or AJW Qualified
Partners, LLC no longer hold secured convertible debentures of the Company;
provided, however, the Holder will be entitled to receive payments under
the Note in the event that the Company has generated net income, which
payments shall not exceed the amount of such net income.
2. The Holder agrees to defer conversion of the Note as set forth pursuant to
the Financing Documents until six (6) months after AJW Partners, LLC, AJW
Offshore, Ltd. or AJW Qualified Partners, LLC no longer hold secured
convertible debentures of the Company.
3. In consideration of the Holder waiving his right to conversion under the
Financing Documents, Section 2. of the Note shall be replaced with the
following:
"The Holder has the right to convert the outstanding principal plus interest
into common stock of the Company at a 50% discount of the current market price
at the time of conversion."
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the
Note Purchase Agreement as of the date first written above.
COMPANY:
IDIAL NETWORKS, INC.
By:_____________________
Name:
Title:
HOLDER:
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Xxxx Xxxx