EXHIBIT 10.48
MODIFICATION OF SECURED CONTINGENT PROMISSORY NOTE NO. 1,
SECURED CONTINGENT PROMISSORY NOTE NO. 2 AND SECURED
CONVERTIBLE CONTINGENT PROMISSORY NOTE
THIS Modification of SECURED
CONTINGENT PROMISSORY NOTE NO. 1, SECURED
CONTINGENT PROMISSORY NOTE NO. 2 AND SECURED CONVERTIBLE CONTINGENT
PROMISSORY
NOTE dated as of February 16, 2009, is made by and among iPRINT
TECHNOLOGIES,
LLC, a Delaware limited liability company ("Maker"), MTS PARTNERS,
INC. (fka
iPRINT TECHNOLOGIES, INC.), a California corporation ("Payee"),
AMERICAN
TONERSERV CORP., a Delaware corporation ("ATS"), and certain other
parties (the
"Purchase Agreement").
RECITALS
A. The Maker,
Payee, and others are parties to that certain Asset
Purchase Agreement, dated as of October 31, 2008, (the
"Purchase
Agreement"), pursuant to which Maker and ATS executed a Secured
Contingent Promissory Note No.1 ("Note No. 1"), Secured
Contingent
Promissory Note No.2 ("Note No. 2") and SECURED CONVERTIBLE
CONTINGENT PROMISSORY NOTE ("Contingent Note") dated October
31,
2008, made payable to Payee.
B. The Maker,
Payee, and others are entering into that certain First
Amendment to Asset Purchase Agreement dated of even date
herewith,
pursuant to which Subsections 7.2(b)(1) and 7.2(b)(2) are being
amended to combine Note No. 1 and Note No. 2.
C. Maker and Payee
desire to combine Note No. 1 and Note No. 2 into
Modified Secured Promissory Note in the amount of One Million
One
