EXHIBIT
10.2
AMENDMENT NO.
1
TO
SECURED PROMISSORY
NOTE
This Amendment No. 1 to Secured Promissory Note
(the “ Amendment ”) is made effective as of
October 31, 2008 (the “ Amendment Date ”) and is
entered into by and between Paradigm Holdings, Inc., a Wyoming
corporation (the “ Company ”), and Theresa
Kleszewski (the “ Lender ”).
Capitalized
terms used in this Amendment that are not otherwise defined herein
shall have the meanings set forth in the Note (as defined
below).
Whereas , the Company and the Lender are parties to that
certain Secured Promissory Note dated April 9, 2007 in the original
principal amount of $4,000,000 (the “ Note
”);
Whereas, the Note provides that the Remainder Amount plus
any and all interest accrued thereon shall be due and payable on
October 31, 2008 (the “ Maturity Date ”);
Whereas, the Company desires to extend the Maturity Date
and the Lender is willing to extend the Maturity Date in exchange
for the consideration described herein; and
Whereas, the Note may be amended by a writing
executed by the Company and the Lender.
Now, Therefore, in consideration of the mutual covenants and
obligations set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the Lender and the Company hereby agree as
follows:
In
consideration of the Lender’s signing of this Amendment, the
Company shall pay $20,000.00 to each of the Lender and Christian
Kleszewski. The Company shall also pay the accrued interest to the
Lender under the Note for the period commencing on October 1, 2008
and ending on November 5, 2008 in the amount of $13,978.31, which
amount shall be divided between the Lender and Christian Kleszewsk
pursuant to Section 3.3 of this Amendment.
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2.
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Amendment of the Agreement.
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The parties hereby agree to amend the terms of
the Note as of the Amendment Date as provided below.
2.1
Amendment of Section
2 . Section 2 of the
Note is hereby amended and restated in its entirety to read as
foll
