Exhibit 10.24
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ALLONGE
to
SECURED CONVERTIBLE PROMISSORY NOTE
dated July 22, 2004, made by
SBS INTERACTIVE, CO. AND SBS INTERACTIVE, INC.
payable to the order of
ARTHUR COHN OR HIS ASSIGNS
in the original principal amount of
ONE HUNDRED THOUSAND DOLLARS ($100,000.00)
That certain
Secured Convertible Promissory Note described in the
above
caption is hereby amended as
follows (all capitalized terms not otherwise
defined herein having the
same meanings assigned to them in such Note):
(1) In Section
4(a)(i) of Note, by deleting the proviso set forth
therein,
and substituting, in lieu
thereof, the following:
"provided,
that the Target Warrant Shares shall be (x) subject to
adjustment prior to the "Conversion Date" (as defined herein)
to
reflect any and all adjustments to the "Set Price" (as
defined
herein, and in accordance with Section 4(d) hereof) so that
the
number of Target Warrant Shares (subject to clauses (y) and
(z)
hereof) is equal to the product of (A) two, multiplied by (B)
the
number of "Underlying Shares" (as defined herein), (y) subject
to
adjustment prior to the Conversion Date in the same manner as
the
shares purchasable und
