Exhibit 10.4
AMENDMENT No. 3 TO
CONVERTIBLE PROMISSORY NOTE
This Amendment No. 3 (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 September 30, 2005, the Company issued
a convertible promissory note in the principal amount of US
$1,000,000 to the Holder, as amended by Amendment No. 1, dated
December 31, 2005, and Amendment No. 2, 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
