AMENDMENT NO. 1 TO NOTE
PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
(the “ Amendment ”) is made this 19
th day of August 2008 by and among INTELLIHOME, INC.
(the “ Company ”), a Texas corporation,
MARK TRIMBLE, an individual residing in Katy, Texas (“
Trimble ”), and the Purchasers.
WHEREAS, the Company, Trimble and the Purchasers
entered into that certain Note Purchase Agreement, dated June 5,
2008 (the “ Purchase Agreement ”),
pursuant to which the Purchasers agreed to provide Total Funding to
the Company in an amount up to $575,000; all capitalized terms used
herein and not otherwise defined herein shall have the meaning set
forth in the Purchase Agreement;
WHEREAS, pursuant to the Purchase Agreement, the
Purchasers were required to provide the Cash Settlement Funding
Amount by the end of the Initial Funding Period, which period ended
on July 25, 2008;
WHEREAS, Company Funding provided by the
Purchasers as of July 25, 2008 totaled $50,000;
WHEREAS, the Purchasers have utilized funds,
that would otherwise have been utilized to partially satisfy the
Cash Settlement Funding Amount, to fund (the “ Oil and
Gas Funding ”) the acquisition by the Company of a
working interest in minerals and drilling of an oil well (the
mineral interest and well being referred to, collectively, as
“ Oil and Gas Assets ”);
WHEREAS, in recognition of the Purchasers
providing the Oil and Gas Funding and the parties’ desire to
extend the period within which the Purchasers are required to
provide funding to the Company, the parties to the Purchase
Agreement desire to amend the Purchase Agreement to: (i)
acknowledge that the Oil and Gas Funding does not apply to the
satisfaction of the Cash Settlement Funding Amount or the Company
Funding Obligation, (ii) extend the Initial Funding Period to
August 31, 2008, (iii) acknowledge and agree that the, for purposes
of the Purchase Agreement, liabilities of the Company reflected on
its June 30, 2008 balance sheet as included in the Company’s
Form 10-QSB filed (or to be filed) with the SEC (other than amounts
owing to the Purchasers pursuant to the Purchase Agreement) shall
constitute the Settled Debts, and (iv) acknowledge and agree that
the payment or funding of any expenses or obligations incurred by
the Company after June 30, 2008 shall not be applied toward the
satisfaction of the Cash Settlement Funding Amount or the Company
Settlement Funding Amount.
NOW, THEREFORE, in consideration of the mutual
covenants and undertakings herein set forth, the parties hereto
agree as follows:
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1.
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Oil and
Gas Acquisition.
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The Purchase
Agreement is hereby amended to add new Section 2(e) to read in full
as follows:
“(e) It is hereby acknowledged and agreed that (i)
the Purchasers have provided the Oil and Gas Funding in the amount
of $70,344 to fund the acquisition by the Company of the Oil and
Gas Assets, comprised of a working interest in minerals
and
