AMENDED
PROMISSORY NOTE AND SECURITY
AGREEMENT
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$125,000.00
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Original Issue Date September 17,
2008
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Sarasota, Florida
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Amendment Date May 27, 2009
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FOR VALUE RECEIVED, Integrated
Freight Systems, Inc., a Florida corporation, ("Maker") whose
principal executive office is located at Suite 200, 6371 Business
Boulevard, Sarasota, Florida 34240, promises to pay to _____ Smith
("Holder") the sum of One Hundred Twenty-five Thousand Dollars and
No Cents ($125,000.00), together with simple interest at a rate of
eight percent per annum. The principal amount hereof, together with
accrued and unpaid interest shall be due and payable and it shall
be paid in full not later than October 31, 2009 (“Maturity
Date”), subject nevertheless to and extenson in accordance
with Holder’s forebearance agreement for the benefit of
Tangiers Investors L.P., at such address as to which written notice
is given to Maker by Holder from time to time.
Notwithstanding the promise
hereinabove made, the principal amount of this Note shall be
reduced by an amount equal to the difference, if any, obtained by
subtracting (a) the Issuer’s net revenues for the period of
twelve months ended August 31, 2009 from (b) the Issuer’s net
revenues for the period of twelve months ending August 31, 2008,
such net revenues subject in each case to normally occuring and
extraordinary accounting adjustments, as made in accordance with
GAAP at the fiscal year end in which each respective twelve month
period ends.
Maker hereby reserves the right to
prepay this Note in whole or in part at any time and from time to
time prior to the Maturity Date without premium or
penalty.
The payment and performance of this
Note is secured by and Maker does hereby pledge and grant a first
priority security interest in all shares of common stock of Smith
Systems Transportation, Inc., a Nebraska corporation,
(“Issue
