FIRST AMENDMENT TO NOTE
FIRST
AMENDMENT TO NOTE
This
FIRST AMENDMENT TO NOTE (the “Amendment”) is dated effective as of February
,
2007, by
and
between TechnoConcepts, Inc. (the “Company”) and undersigned Note Holder (the
“Holder”) of the Promissory Note of the Company (the “Note”) pursuant to the
Note Purchase Agreement between the parties, dated
(the “Agreement”).
Capitalized
terms used in this Amendment have the meanings given such terms in the Note
and
the Holder’s Agreement, as amended hereby, except as provided otherwise
herein.
The
Company has requested that the Holder’s Note be amended as set forth below. In
consideration of the mutual covenants and agreements set forth herein, the
parties hereto agree as follows:
1. Amendment.
The
Holder’s Agreement is hereby amended as follows:
(a) Section
1
is hereby amended in part in that the Maturity Date shall be July 31,
2007.
(b) Section
2(a) is hereby amended in part in that, effective as of the date of this
Amendment, the outstanding principal shall bear interest at the rate of nine
(9%) percent per annum.
2. Miscellaneous.
(a) The
Holder understands that by executing this Amendment it is giving up the right
to
be able to receive payment on demand until July 31, 2007.
(b) This
Amendment may be executed on separate counterparts by the parties hereto, each
of which when so executed and delivered shall be an original, but all of which
shall constitute one and the same agreement. Electronically transmitted
facsimile signatures shall be deemed valid as originals.
(c) This
Amendment and the rights and obligations of the parties hereunder shall be
construed in accordance with and be governed by the laws of the State of New
York (without giving effect to the conflict of law principles
thereof).
(d) The
headings of the several sections of this Amendment are inserted for convenience
only and shall not in any way affect the meaning or construction of any
provision of this Amendment.
(e) This
Amendment embodies the entire agreement and understanding among the parties
relating to the first amendment to the Note and supersedes all prior proposals,
negotiation, agreements and understandings relating to such subject
matter.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, this Amendment has been duly executed and delivered as a sealed
instrument as of the date first above written.
| THE COMPANY: | ||
| TECHNOCONCEPTS, INC. | ||
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| By: | ||
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Xxxxxxx Xxxxxxx, CEO |
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| THE NOTE HOLDER: | ||
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| By: | ||
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Name:
Title:
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First
Amendment to Note - Page 2 of 2
