EXHIBIT 10.2

AMENDMENT No. 1 TO CONVERTIBLE PROMISSORY NOTE

This Amendment No. 1 (this “ Amendment ”) to the Convertible Promissory Note (as defined below) is made as of December [      ], 2005 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 (the “ Convertible Promissory Note ”) in the principal amount of US $1,000,000 to the Holder; 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 March 31, 2006 , 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 Principal.”

2. Representations and Warranties . To induce the