AMENDED
PROMISSORY NOTE AND SECURITY
AGREEMENT
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$600,000.00
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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 T. Mark
Morris ("Holder") the sum of Six Hundred Thousand Dollars and No
Cents ($600,000.00), together with simple interest at a rate of
eight percent per annum. Principal together with accrued and unpaid
interest shall be payable and shall be paid 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.
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 Morris
Transportation, Inc., an Arkansas corporation,
(“Issuer”), being all of the common stock of the Issuer
owned by Maker (“Collateral”). This security interest
in the Collateral is a purchase money security interest. Upon the
occurrence of an event of default described in the next paragraph,
Maker shall promptly upon written demand made by Holder deliver the
Collateral to Holder, provided that Holder shall likewise and
without demand deliver to Maker in exchange for the Collateral (a)
all of Maker’s common stock registered in the name of Holder
and (b) a sum equal to all payments made by Maker to Holder in
payment of principal and interest on this Note and
otherwise.
The following shall be events of
default, subject as to the payment of money by Maker to Holder to
extenson in accordance with Holder’s forebearance agreement
for the benefit of Tangiers Investors L.P., under this
Note:
