AMENDMENT TO LOAN NOTE
INSTRUMENT
THIS AMENDMENT
effective and dated as of 30/7/2008 (the "Amendment"), to that
certain LOAN NOTE INSTRUMENT (the "Instrument"), dated as of April
4, 2008 by GREEN SCREEN INTERACTIVE SOFTWARE, INC. (f/k/a GREEN
SCREEN INTERACTIVE SOFTWARE, LLC) a Delaware corporation ("Green
Screen").
WHEREAS, Green
Screen entered into a sale and purchase agreement with Barry Hatch
and Ian Stewart (the "Shareholders") on April 4, 2008, under which
Green Screen purchased from the Shareholders the entire issued
share capital of Zoo Digital Publishing Limited (the
"Agreement);
WHEREAS, under
the terms of the Agreement, Green Screen agreed to issue and allot
to the Shareholders as part of the consideration payable under the
Agreement loan notes in the principal sum of $2,500,000 and the
loan notes constituted by the Instrument were issued by Green
Screen to the Shareholders to satisfy this obligation;
WHEREAS, the
Parties desire to amend the Instrument in the manner described
below,
NOW, THEREFORE,
in consideration of the mutual promises herein made, in
consideration of the representations herein contained, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties, intending to be
legally bound, hereby agree as follows:.
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Capitalized
terms used in this Amendment which are not otherwise defined shall
have the same meaning as set forth in the Instrument.
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That
Certificate issued by Green Screen to Ian Stewart on April 4, 2008
in respect of Notes for the original principal amount of $1,250,000
has been delivered to Green Screen by Ian Stewart for cancellation,
and such Notes are hereby redeemed in full and such Certificate is
hereby cancelled, and Green Screen shall simultaneously with the
execution of this Amendment deliver to Ian Stewart a certificate
for 117,370 shares of common stock of Green Screen valued at a
price of $10.65 per share. Green Screen represents that such shares
are duly authorized, validly issued, fully paid and
nonassessable.
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That
Certificate issued by Green Screen to Barry Hatch on April 4, 2008
in respect of Notes for the original principal amount of $1,250,000
has been delivered to Gre
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