Exhibit
10.6
AMENDMENT
TO
CONVERTIBLE PROMISSORY
NOTE
This Amendment to Convertible
Promissory Note, dated as of June ,
2003, is between E-centives, Inc., a Delaware corporation (the
“Company”), having an address of 6901 Rockledge Drive,
6 th Floor, Bethesda, Maryland 20817, and
Friedli Corporate Finance, Inc. (“FCF”) and InVenture
Inc. (“InVenture”, and collectively with FCF, the
“Holder”), having an address of c/o Friedli Corporate
Finance AG, Friegutstrasse 5, Zurich, Switzerland 8002.
WHEREAS, reference is made to that
certain $6 million convertible promissory note (the
“Note”), dated as of March 18, 2003, issued by the
Company in favor of the Holder;
WHEREAS, the Holder of the Note has
sought and intends to continue to seek third parties willing to
offer the Company financing on the same or similar terms as the
Note;
WHEREAS, in connection with any such
third party financing offered to and accepted by the Company, the
Holder of the Note desires to reduce the amount available under the
Note, on a dollar-for-dollar basis, by the amount any convertible
promissory note issued by the Company to any third party;
and
WHEREAS, the Company and the Holder
desire to enter into this Agreement to reflect the intention of
each of the parties that the Note will be amended on a quarterly
basis to reduce, on a dollar-for-dollar basis, the principal amount
outstanding under the Note by the aggregate amount of any and all
convertible promissory note(s) issued by the Company to any third
party described in the clause above.
NOW, THEREFORE, the parties agree as
follows:
1. Amendment of Introductory
Paragraph . The introductory paragraph of the Note shall be
amended by deleting it in its entirety and inserting the following
text:
“FOR VALUE RECEIVED,
E-centives, Inc. , a Delaware corporation (the
“Company”), having an address of 6901 Rockledge Drive,
6 th Floor, Bethesda, Maryland 20817,
hereby promises to pay to the order of Friedli Corporate
Finance, Inc. (“FCF”) and InVenture Inc.
(“InVenture”, and collectively with FCF, the
“Holder”), at the offices of Holder at c/o Friedli
Corporate Finance AG, Friegutstrasse 5, Zurich, Switzerland 8002,
or such other place as may be designated by Holder to the Company
in writing, the aggregate principal amount of up to Six Million
Dollars ( $6,000,000 ) (subject to adjustment pursuant
to Section 1 hereof), together with interest on the unpaid
principal hereof, upon the terms and conditions hereinafter set
forth.”
2. Amendment to Section
1 . Section 1 of the Note shall be amended by deleting it
in its entirety and inserting the following text:
“1. Draw Down . (a) The
Company may, in its sole discretion, draw upon up to Six Million
Dollars ( $6,000,000 ) (subject to adjustment pursuant
to this Section 1), which shall be made available by Holder for a
period of 24 months, for use as operating capital and for general
corporate purposes (the drawn down portion referred herein as
“Principal”). The terms and conditions set forth herein
shall only apply to the Principal.
(b) Subject to any
applicabl
