EXHIBIT 10.2
TWELVE MONTH CONVERTIBLE NOTE AMENDMENT
This Amendment
(the "Agreement"), is effective as of this 14th day
of March,
2007 and amends the Twelve Month Convertible Note, ("NOTE"), between Robert C.
Brehm and
Intercontinental
Assets Corporation
("Holder" or "Holders") and and
MotorSports Emporium,
Inc., ("Issuer"), with offices at P.O. Box 26946,
Scottsdale, AZ 85255.
WITNESSETH
WHEREAS, the Issuer
and Holders desire to
change the terms of the note for the
benefit of both parties and to facilitate the Stock Sale and
Purchase Agreement,
("Purchase Agreement"), between David Keaveney and Kenneth
Yeung.
NOW, THEREFORE, in
consideration of the mutual covenants hereinafter stated, it
is agreed as follows:
All amendments to the original NOTE as described below are contingent upon the
execution and
completion of the Purchase Agreement otherwise this Agreement
shall be null and void.
1. NOTE EXTENSION.
The Extensions
at Option of Issuer
section of the note is
no longer valid and
Issuer shall have no
option to extend the
note other than agreed
to herein or
amended in writing between the parties.
2. NOTE PAYMENT.
Payments on the Note after March 31, 2007 shall be deferred
until June 1,
2007,
however interest
shall accrue per the terms of the note
and the Note
payment
shall remain at $5,000 or more per month beginning on June 1,
2007.
3. NOTE DISCOUNT FOR EARLY PAYMENT IN FULL.
Issuer shall earn a discount off the accrued principal and interest due on the
note as follows:
a.
If the total
accrued interest and principal is paid in full
before
October 1, 2007 then a total discount of $50,000 shall be applied to
the final payment.
The discount will be
reduced by the amount of the
discount applied to any portion of the note sold by Robert C. Brehm
to
a third party. In
particular if Brehm
sells the note with a discount
of $18,960.63
then the final
remaining discount upon payment by
October 1, 2007 shall be $31,039.37.
b.
If the total
accrued interest and principal is paid in full
between
October 2, 2007 and
January 1, 2008 then a total discount of $25,000
shall be applied to the final payment. The discount will be reduced
by
the amount of the discount applied to any portion of the note
sold by
Robert C. Brehm to a third party. In particular if Brehm sells the
note with a discount of $18,960.63 then the final remaining discount
upon payment by January 1, 2008 shall be $6,039.37.
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4. NOTE TERM
The term of the note shall be extended from August 30, 2007 to May
30, 2008 when
all accrued interest and principal shall be due and payable.
5. CONVERSION OF NOTE INTO COMMON SHARES
The provision of conversion only upon default is modified to allow
conversion at
any time af
