0000912057-02-038104 Sample Contracts

SECURITY AGREEMENT
Security Agreement • October 9th, 2002 • 2nd Swing Inc • Minnesota

2nd Swing, Inc., a Minnesota corporation ("Debtor"), whose address is 16305 36th Avenue North, Suite 550, Plymouth in the County of Hennepin, State of Minnesota 55446 (hereinafter called "Debtor" whether one or more) does hereby grant unto David R. Pomije ("Secured Party") a security interest in the following (noted by a checkmark) described property (hereinafter called "Collateral"):

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AMENDMENT # 1 TO LEASE DATED JUNE 22, 2001 BY AND BETWEEN MJLB 1 LIMITED PARTNERSHIP, LLP, AS LANDLORD AND 2nd SWING, INC., AS TENANT
2nd Swing Inc • October 9th, 2002

THIS AMENDMENT TO LEASE, is entered into and made as of the 16th day of August, 2001, by and between MJLB 1 Limited Partnership, LLP, as Landlord, and 2nd Swing, Inc., a Minnesota Corporation, as Tenant.

LEASE AGREEMENT
Lease Agreement • October 9th, 2002 • 2nd Swing Inc

THIS LEASE AGREEMENT, made this 22nd day of June, 2001, by and between MJLB 1 Limited Liability Partnership, LLP, a Minnesota General Partnership d/b/a SkyRidge III ("Landlord") and 2nd Swing, Inc., a Minnesota corporation ("Tenant");

AGREEMENT TO EXTEND MEZZANINE REVOLVING PROMISSORY NOTE MARCH 31, 2002
2nd Swing Inc • October 9th, 2002

This Agreement to Extend Mezzanine Revolving Promissory Note, dated March 31, 2002, in the principal amount not to exceed $3,500,000.00 from 2ndSwing, Inc., a Minnesota corporation ("Maker") to David R. Pomije ("Holder") and Working Capital Promissory Note, dated March 31, 2002, in the original principal amount of $1,500,000.00 from Maker to Holder ("Agreement to Extend") is entered into effective September 27, 2002:

David R. Pomije 801 Tonkawa Road Long Lake, MN 55356
2nd Swing Inc • October 9th, 2002

As you know, 2nd Swing, Inc. (the "Company") and David R. Pomije (herein referred to as "my" "me" or "I") have previously entered into a Letter Agreement relating to certain Mezzanine Financing (the "Former Letter Agreement"). Pursuant to the Former Letter Agreement, the Company issued a Promissory Note dated November 1, 2001, in the original principal amount of $5,000,000.00 (the "Former Note"). As of the date hereof, the balance on the Former Note is $4,550,000.00 plus interest of $46,363.14.

2nd Swing, Inc. 2,000,000 Shares Common Stock(1)
2nd Swing Inc • October 9th, 2002 • Illinois
AMENDMENT #2 TO LEASE DATED JUNE 22, 2001 BY AND BETWEEN MJLB 1 LIMITED PARTNERSHIP, LLP, AS LANDLORD AND 2nd SWING, INC., AS TENANT
2nd Swing Inc • October 9th, 2002

THIS AMENDMENT TO LEASE, is entered into and made as of the 10th day of October, 2001, by and between MJLB 1 Limited Partnership, LLP, as Landlord, and 2nd Swing, Inc., a Minnesota Corporation, as Tenant.

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