AMENDMENT NO. 1 TO
CONVERTIBLE NOTE
THIS AMENDMENT NO. 1 TO
THE CONVERTIBLE (the ‘‘Amendment’’), is
dated as of the 29 th day of September, 2006, and is
made by and among CREATIVE ENTERPRISES INTERNATIONAL, INC.
(the ‘‘Company’’), and Mr. James Robb (the
‘‘Holder’’). Capitalized terms not defined
herein have the meanings given to them in the Note.
W I T N E S S E T
H:
WHEREAS,
the Holder is the
designated payee under those certain convertible notes issued by
the Company in the aggregate principal amount of $50,000 made by
the Company on or about June 5, 2006 (the
‘‘Notes’’);
WHEREAS,
the Company and the
Holder desire to amend the terms of the Notes as set forth
herein;
NOW,
THEREFORE, it
is mutually agreed by and between the parties hereto as
follows:
1. The
Company and Holder each hereby agree that the Company shall repay
the Principal and accrued but unpaid Interest thereon as
follows:
(a) An amount
of $10,000 shall be paid to the Holder immediately upon the closing
by the Company of at least $200,000 in gross proceeds (the
‘‘Initial Closing’’) in a private placement
of its securities (the ‘‘Private
Placement’’); and
(b) The
balance of the Principal and all accrued but unpaid Interest
thereon will be repaid in full no later than sixty (60) days from
the date of