Exhibit 10.1
THE SECURITIES
TO WHICH THIS AMENDMENT APPLIES, AND THE UNDERLYING SHARES TO WHICH
THE PROMISSORY NOTE IS CONVERTIBLE INTO, HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGS1TRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF
SUCH ACT
AMENDMENT TO
JAYHAWK ENERGY, INC.
CONVERTIBLE PROMISSORY
NOTE
THIS AMENDMENT, made effective this
30 th
day of July, 2009, amends and
modifies that certain Convertible Promissory Note dated July 30,
2008 in the original principal amount of .eight hundred thousand
and no/100 dollars ($800,000.00) (the " Note ") payable to
Starshell Consultants Ltd. (the " Holder "). A copy of the
Note is attached hereto.
Jayhawk Energy, Inc. (the "
Maker ") executed and delivered the Note in connection with
the extension of a loan in said amount on such date (the "
Loan "). The Maker and Holder have agreed to amend the terms
of the Note as provided in this Amendment.
NOW, THEREFORE, in consideration of
the foregoing premises and other good and valuable consideration,
the receipt and sufficiency of which being hereby acknowledged and
affirmed, Maker and Holder do hereby agree that the Note is hereby
amended as follows:
1. By extending the
Maturity Date of the Note to July 30, 2010.
2. By providing that
the interest accrued, through July 30. 2009, on the principal of
the Note (the " Interest ") shall be converted, by way of
the execution of the Notice of Conversion attached hereto, into
three hundred eighty thousand (384,000)
