Exhibit 10.3
AMENDMENT No. 2 TO
CONVERTIBLE PROMISSORY NOTE
This Amendment No. 2 (this
“ Amendment ”) to the Convertible Promissory
Note (as defined below) is made as of September 25, 2006 by
and between E-centives, Inc., a Delaware corporation (the “
Company ”), and US Venture 05, Inc. (the “
Holder ”).
WHEREAS , on January 26, 2006, the Company issued a
convertible promissory note in the principal amount of US $500,000
to the Holder, as amended by Amendment No. 1, dated
April 21, 2006 (as amended, the “ Convertible
Promissory Note ”); and
WHEREAS , the Company and the Holder desire to amend the
Convertible Promissory Note in accordance with the terms and
conditions hereof.
NOW THEREFORE
, in consideration of the mutual
covenants contained herein the parties hereto agree as
follows:
1. Amendment : Section 1
of the Convertible Promissory Note is hereby amended and restated
in its entirety to read as follows:
“1. Payment Terms . The
Company promises to pay to Holder the balance of Principal,
together with accrued unpaid interest, on September 30,
2007 , unless this Note is earlier prepaid as herein provided
or earlier converted into Series C preferred stock, par value US
$0.01 per share, of the Company (the “ Series C Preferred
Stock ”) pursuant to Section 3 hereof. All
payments hereunder shall be made in lawful money of the United
States of America. Payment shall be credited first to the accrued
interest then due and payable and the remainder to Princ
