Exhibit 10.1
THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE “
SECURITIES ACT ”),
OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH
LAWS
BERMAN CENTER, INC.
AMENDMENT NO. 1 TO SECURED CONVERTIBLE PROMISSORY
NOTE
This
Amendment No. 1 (this “
Amendment ”),
dated May 24, 2007, amends that certain Secured Convertible
Promissory Note pursuant to which Berman Center, Inc. (the
“
Company ”)
borrowed from Hunter Fund LTD (the “
Holder ”)
the aggregate principal amount of $225,000 dated as of March 7,
2007 (the “
Note ”).
All capitalized terms used herein and not defined shall have the
meanings given to them in the Note.
RECITALS:
WHEREAS ,
the Company entered into the Note issued to the Holder pursuant to
which the Company promised to pay the Holder the principal sum of
Two Hundred Twenty-Five Thousand Dollars ($225,000.00), with
interest at the rate of fifteen percent (15%) per
annum;
WHEREAS ,
Section 16 of the Note states that the Note may be modified or
amended by an agreement in writing signed by the parties;
and
WHEREAS ,
the Holder wishes to loan to the Company, and the Company wishes to
borrow, an additional Sixty Thousand Dollars ($60,000.00)
(“
Additional Loan Amount ”)
under the same terms and conditions of the Note for legal costs and
expenses, including without limitation, expenses arising from the
Company’s preparation, filing, and declaration of
effectiveness by the Securities and Exchange Commission of a
registration statement to be filed by the Company that will
register, among other securities, shares that may be issued upon
conv
