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RENEWAL, EXTENSION AND MODIFICATION AGREEMENT

Extension Agreement

RENEWAL, EXTENSION AND MODIFICATION AGREEMENT | Document Parties: NIGHTHAWK SYSTEMS INC | STAR  MARKETING  SERVICE,  INC You are currently viewing:
This Extension Agreement involves

NIGHTHAWK SYSTEMS INC | STAR MARKETING SERVICE, INC

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Title: RENEWAL, EXTENSION AND MODIFICATION AGREEMENT
Governing Law: Texas     Date: 4/18/2005

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                                                                   Exhibit 10.10

 

                  RENEWAL, EXTENSION AND MODIFICATION AGREEMENT

 

THE   STATE   OF   TEXAS

 

COUNTY   OF   BEXAR

 

  THIS   RENEWAL,   EXTENSION   AND MODIFICATION AGREEMENT ("Agreement") is entered

into   this 14th day April 2004, to be effective October 31, 2003, by and between

STAR   MARKETING   SERVICE,   INC.,   a   Texas corporation ("Lender"), and NIGHTHAWK

SYSTEMS,   INC.,   ("Borrower"). Borrower has requested that Lender modify certain

provisions   of   the   Note, as hereinafter provided, and in consideration thereof

Borrower   has   made certain agreements with Lender as hereinafter more fully set

forth

 

                                   WITNESSETH:

 

     A. Borrower executed and delivered that certain Convertible Promissory Note

(the   "Note")   dated   October 3, 2003, in the original principal amount of Fifty

Thousand   and   No/100   Dollars ($50,000.00) payable to the order of Tomas Revesz

and   subsequently   transferred   to   Lender,   which   Note   was   unsecured.

 

     B.   Borrower   has   requested   that   Lender modify certain provisions of the

Note,   as   hereinafter   provided, and in consideration thereof Borrower has made

certain   agreements   with   Lender   as   hereinafter   more   fully   set   forth.

 

     C.    The   Note   matured   in   accordance with its terms on October 31, 2003.

 

     D.   Lender has agreed to such requests, subject to the terms and conditions

set   forth   herein.

 

     NOW,   THEREFORE, for and in consideration of Ten Dollars ($10.00) and other

good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged   and   agreed,   Borrower   and   Lender   hereby   agree   as   follows:

 

     1.   Acknowledgment   of   Outstanding Balance. The parties hereto acknowledge

         ----------------------------------------

that   the   outstanding principal balance of the Note as of the effective date is

FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00)

 

     2.   Increase   of   Principal   Balance.   From   and after the date hereof, the

         ---------------------------------

principal   balance   of   the Note is increased, pursuant to an additional advance

made   by   Lender,   from   Fifty   Thousand   and   00/100 ($50,000.00) to Fifty-Five

Thousand   and   00/100   Dollars   ($55,000.00)   (the   "New Principal Balance"), an

increase   of   Five   Thousand   and   No/100   Dollars   ($5,000.00). Borrower Hereby

promises   to   pay   to   the Lender at P.O. Box 3303 McAllen, Texas 78502, the sum

equal   to   the   New   Principal   Balance   in lawful and legal money of the United

States   of   America   with   interest   as   it accrues on the New Principal Balance

pursuant   to   the   terms   of   the   Note.

 

     3.   Collateral. In consideration for the New Principal Balance, the Note is

         -----------

secured   by   that   certain Security Agreement (the "Security Agreement") of even

date   herewith   in   favor   of   Lender, evidencing a security interest in certain

personal   property   described   therein, to which Security Agreement reference is

here   made   for a description of the property covered thereby and the nature and

extent   of   the security and the rights and powers of the holder of this Note in

respect   of   such   security.

 

     4. Modification of Maturity. The Note is hereby renewed and the maturity of

         -------------------------

the   Note   is   hereby   extended   to   July   31,2004   ("Revised   Maturity   Date").

 

     5.   Modification   of   Payments.   From   and after the effective date of this

         ---------------------------

Agreement,   principal   and   interest   shall be due and payable under the Note as

follows:

 

     (a)   Interest   on the principal balance for the period from August 21, 2003

until March 1, 2004 shall be paid in cash at the Stated Rate (as defined herein)

within twenty four (24) hours following the execution of this Renewal, Extension

and   Modification   Agreement

 

     (b)   Interest   on   the   principal   balance for the period from March 1,2004

until   and   including   July 31, 2004, shall be pre-paid within five (5) business

days   following   the   execution of this Agreement at the Stated Rate (as defined

herein)   except that Borrower shall pay Lender in cash monthly the amount of One

Hundred   Five   and   00/100   Dollars   ($105.00), commencing on March 1, 2004, and

continuing   on   the last day of each consecutive calendar month thereafter until

and   including   July   31,2004. The Interest accrued during this period, less the

amount of cash paid for Interest during this period, shall be pre-paid in equity

of   the   Borrower   at   a value of $0.20 per share with an issue date of March 1,

2004.

 

     6.   Conversion   to   Long   Term   Note. Borrower is in the process of capital

         ---------------------------------

fundraising.   If   Borrower   raises   One   Million   Dollars ($1,000,000.00), or an

amount   no   less   than ninety percent (90%) of One Million dollars, from sources

other than Lender, by July 31,2004, then, at Borrower's option, Lender agrees to

extend   the   Maturity   Date   of   this   Note   to   January   31,2005.

 

     7.   Modification   of Interest Rate. The parties hereby agree that effective

         -------------------------------

as   of the date of this Agreement, interest shall accrue on the unpaid principal

balance   of this Note from time to time outstanding until maturity at the Stated

Rate   (as   defined   herein) and interest on all past due amounts, both principal

and   accrued   interest, at the Past Due Rate (as defined herein); provided, that

                                                                  ---------

for   the   full   term of this Note the interest rate produced by the aggregate of

all   sums   paid   or   agreed   to   be paid to the holder of this Note for the use,

forbearance   or   detention   of   the   debt   evidenced hereby shall not exceed the

Highest   Lawful   Rate   (as   defined   herein).

 

     "Stated   Rate" means, on any day, a fixed rate per annum equal to eight and

00/100   percent   (8.00%);   provided,   that   if   on any day the Stated Rate shall

                           --------

exceed the Highest Lawful Rate for that day, then the Stated Rate shall be fixed

at   the   Highest   Lawful   Rate   on that day and on each day thereafter until the

total   amount   of   interest   accrued at the Stated Rate on the unpaid balance of

this   Note equals the total amount of interest which would have accrued if there

were   no   Highest   Lawful   Rate.   However, neither the maturity of this Note nor

Maker's   privilege   to   prepay   it   shall   be   affected   by   this   paragraph.

 

     "Past   Due   Rate" means the Highest Lawful Rate, or if applicable law shall

     -----------------

not provide for a maximum nonusurious rate, a rate per annum equal to the Stated

Rate   plus   five   percent   (5%).

 

     "Highest   Lawful   Rate"   means   the   maximum   nonusurious   rate of interest

     -----------------------

permitted   to   be   charged   by   applicable federal or Texas law (whichever shall

permit   the   higher   lawful   rate) from time-to-time in effect. At all times, if

any,   as   Title   4   of   the Texas Finance Code, as in effect on the date of this

Note,   shall establish the Highest Lawful Rate, the Highest Lawful Rate shall be

the   "Weekly   Ceiling"   (as   defined   in Title 4 of the Texas Finance Code) from

time-to-time   in   effect.   If the obligation is an open-ended account, Payee may

from   time   to time, as to then-current and future balances, implement any other

ceiling under Title 4 of the Texas Finance Code and/or revise the index, formula

or   provision   of law used to compute the rate on such obligation, if and to the

extent permitted by, and in the manner provided in, Title 4 of the Texas Fina


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