Auriga Laboratories, Inc.
2029 Century Park East, Suite 1130
Los Angeles, CA 90067
January 25, 2007
Mr. Philip S. Pesin,
Manager
Sorrento Financial Partners, LLC
11601 Wilshire Blvd., Suite 500
Los Angeles, CA 90025
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RE:
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Amendment to
Secured Note
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Dear Mr. Pesin:
This
letter agreement (“Agreement”) hereby amends the 8%
Senior Secured Convertible Note by and between Sorrento Financial
Partners, LLC (“Sorrento”) and Auriga Laboratories,
Inc. (“Auriga”) entered into August 4, 2006 (the
“Secured Note”) as follows:
FIRST: The initial heading and paragraph of the Note shall
be deleted in its entirety and replaced with the
following:
“SECURED CONVERTIBLE NOTE
DUE OCTOBER 15, 2007
FOR
VALUE RECEIVED, Auriga Laboratories, Inc., a Delaware corporation
(the “Company”) promises to pay to Sorrento Financial
Partners, LLC or its registered assigns (the “Holder”),
the principal sum of $632,000 on the payment schedule listed in
Section 3 with the final payment due on or before October 15, 2007
(the “Maturity Date”), and to pay interest to the
Holder on the aggregate unconverted and then outstanding principal
amount of this Note in accordance with the provisions hereof. This
Note is subject to the following additional provisions:"
SECOND: Section 2. Interest, Subsection (a) of the Secured
Note shall be deleted in its entirety and replaced with the
following:
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“(a)
Payment of Interest. The Company shall pay interest to the Holder
on the aggregate unconverted and then outstanding principal amount
of this Note at the annual rate of 8%, payable monthly in arrears
beginning on the first day of the first month after the Original
Issue Date through February 14, 2007.
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The Company
shall also pay interest to the Holder on the aggregate unconverted
and then outstanding principal amount of this Note at the annual
rate of 10%, payable monthly in arrears beginning on February 15,
2007 and on each Conversion Date (as to that principal amount then
being converted) and on the Maturity Date (except t
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