EXHIBIT 10.1
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 December 31, 2005 by and
between E-centives, Inc., a Delaware corporation (the “
Company ”), and Venturetec, Inc. (the “
Holder ”).
WHEREAS , on August 19, 2005, 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
October 31, 2005 (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 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 Ho
