E Centives Inc Sample Contracts

Invenda Corp – AGREEMENT TO EXCHANGE CONVERTIBLE PROMISSORY NOTE (September 19th, 2007)

This Agreement to exchange the Convertible Promissory Note (as defined below) is made as of , 2007 by and between Invenda Corporation (formerly E-centives, Inc.), a Delaware corporation (the “Company”), and the undersigned holder of the convertible promissory note identified on Schedule I hereto (the “Holder”).

Invenda Corp – INVENDA CORPORATION 2007 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT (July 19th, 2007)

Invenda Corporation, a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.01 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s 2007 Stock Incentive Plan (the “Plan”).

Invenda Corp – INVENDA CORPORATION 2007 STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT (July 19th, 2007)

Invenda Corporation, a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.01 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s 2007 Stock Incentive Plan (the “Plan”).

Invenda Corp – CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF E-CENTIVES, INC. (May 23rd, 2007)

E-centives, Inc., a corporation organized and existing under the laws of the State of Delaware, (the “Corporation”) hereby certifies as follows:

E Centives Inc – Contract (March 30th, 2007)

THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES THAT MAY BE ACQUIRED PURSUANT TO THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS CONVERTIBLE PROMISSORY NOTE AND SUCH OTHER SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT AND LISTING APPLICATION IN EFFECT WITH RESPECT TO THIS CONVERTIBLE PROMISSORY NOTE OR SUCH OTHER SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND LISTING ARE NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.

E Centives Inc – AMENDMENT No. 2 TO CONVERTIBLE PROMISSORY NOTE (March 30th, 2007)

This Amendment No. 2 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of October 17, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and Bank Julius Baer & Co. (the “Holder”).

E Centives Inc – Contract (October 19th, 2006)

THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES THAT MAY BE ACQUIRED PURSUANT TO THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS CONVERTIBLE PROMISSORY NOTE AND SUCH OTHER SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT AND LISTING APPLICATION IN EFFECT WITH RESPECT TO THIS CONVERTIBLE PROMISSORY NOTE OR SUCH OTHER SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND LISTING ARE NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.

E Centives Inc – AMENDMENT No. 1 TO CONVERTIBLE PROMISSORY NOTE (October 19th, 2006)

This Amendment No. 1 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of October 16, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and Franca Segre (the “Holder”).

E Centives Inc – AMENDMENT No. 2 TO CONVERTIBLE PROMISSORY NOTE (October 19th, 2006)

This Amendment No. 2 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of October 17, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and Union Bancaire Privée (the “Holder”).

E Centives Inc – AMENDMENT No. 1 TO CONVERTIBLE PROMISSORY NOTE (October 19th, 2006)

This Amendment No. 1 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of October 16, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and Mr. Thomas Schmidheiny (the “Holder”).

E Centives Inc – AMENDMENT No. 1 TO CONVERTIBLE PROMISSORY NOTE (September 29th, 2006)

This Amendment No. 1 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of September 26, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and LGT Bank in Liechtenstein AG (the “Holder”).

E Centives Inc – AMENDMENT No. 2 TO CONVERTIBLE PROMISSORY NOTE (September 29th, 2006)

This Amendment No. 2 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of September 26, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and LGT Bank in Liechtenstein AG (the “Holder”).

E Centives Inc – AMENDMENT No. 2 TO CONVERTIBLE PROMISSORY NOTE (September 29th, 2006)

This Amendment No. 2 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of September 25, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and US Venture 05, Inc. (the “Holder”).

E Centives Inc – AMENDMENT No. 1 TO CONVERTIBLE PROMISSORY NOTE (September 29th, 2006)

This Amendment No. 1 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of September 25, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and US Venture 05, Inc. (the “Holder”).

E Centives Inc – AMENDMENT No. 2 TO CONVERTIBLE PROMISSORY NOTE (September 29th, 2006)

This Amendment No. 2 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of September 26, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and LGT Bank in Liechtenstein AG (the “Holder”).

E Centives Inc – AMENDMENT No. 1 TO CONVERTIBLE PROMISSORY NOTE (September 29th, 2006)

This Amendment No. 1 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of September 25, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and US Venture 05, Inc. (the “Holder”).

E Centives Inc – Contract (September 29th, 2006)

THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES THAT MAY BE ACQUIRED PURSUANT TO THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS CONVERTIBLE PROMISSORY NOTE AND SUCH OTHER SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT AND LISTING APPLICATION IN EFFECT WITH RESPECT TO THIS CONVERTIBLE PROMISSORY NOTE OR SUCH OTHER SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND LISTING ARE NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.

E Centives Inc – AMENDMENT No. 2 TO CONVERTIBLE PROMISSORY NOTE (September 29th, 2006)

This Amendment No. 2 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of September 26, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and LGT Bank in Liechtenstein AG (the “Holder”).

E Centives Inc – AMENDMENT No. 2 TO CONVERTIBLE PROMISSORY NOTE (September 29th, 2006)

This Amendment No. 2 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of September 26, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and LGT Bank in Liechtenstein AG (the “Holder”).

E Centives Inc – AMENDMENT No. 2 TO CONVERTIBLE PROMISSORY NOTE (September 29th, 2006)

This Amendment No. 2 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of September 26, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and LGT Bank in Liechtenstein AG (the “Holder”).

E Centives Inc – AMENDMENT No. 3 TO CONVERTIBLE PROMISSORY NOTE (September 29th, 2006)

This Amendment No. 3 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of September 25, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and US Venture 05, Inc. (the “Holder”).

E Centives Inc – AMENDMENT No. 4 TO CONVERTIBLE PROMISSORY NOTE (September 29th, 2006)

This Amendment No. 4 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of September 25, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and Venturetec, Inc. (the “Holder”).

E Centives Inc – Contract (June 21st, 2006)

THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES THAT MAY BE ACQUIRED PURSUANT TO THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS CONVERTIBLE PROMISSORY NOTE AND SUCH OTHER SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT AND LISTING APPLICATION IN EFFECT WITH RESPECT TO THIS CONVERTIBLE PROMISSORY NOTE OR SUCH OTHER SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND LISTING ARE NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.

E Centives Inc – Contract (June 14th, 2006)

THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES THAT MAY BE ACQUIRED PURSUANT TO THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS CONVERTIBLE PROMISSORY NOTE AND SUCH OTHER SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT AND LISTING APPLICATION IN EFFECT WITH RESPECT TO THIS CONVERTIBLE PROMISSORY NOTE OR SUCH OTHER SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND LISTING ARE NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.

E Centives Inc – Contract (June 14th, 2006)

THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES THAT MAY BE ACQUIRED PURSUANT TO THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS CONVERTIBLE PROMISSORY NOTE AND SUCH OTHER SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT AND LISTING APPLICATION IN EFFECT WITH RESPECT TO THIS CONVERTIBLE PROMISSORY NOTE OR SUCH OTHER SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND LISTING ARE NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.

E Centives Inc – Contract (June 14th, 2006)

THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES THAT MAY BE ACQUIRED PURSUANT TO THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS CONVERTIBLE PROMISSORY NOTE AND SUCH OTHER SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT AND LISTING APPLICATION IN EFFECT WITH RESPECT TO THIS CONVERTIBLE PROMISSORY NOTE OR SUCH OTHER SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND LISTING ARE NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.

E Centives Inc – Contract (June 14th, 2006)

THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES THAT MAY BE ACQUIRED PURSUANT TO THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS CONVERTIBLE PROMISSORY NOTE AND SUCH OTHER SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT AND LISTING APPLICATION IN EFFECT WITH RESPECT TO THIS CONVERTIBLE PROMISSORY NOTE OR SUCH OTHER SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND LISTING ARE NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.

E Centives Inc – Contract (June 14th, 2006)

THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES THAT MAY BE ACQUIRED PURSUANT TO THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS CONVERTIBLE PROMISSORY NOTE AND SUCH OTHER SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT AND LISTING APPLICATION IN EFFECT WITH RESPECT TO THIS CONVERTIBLE PROMISSORY NOTE OR SUCH OTHER SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND LISTING ARE NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.

E Centives Inc – Contract (June 14th, 2006)

THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES THAT MAY BE ACQUIRED PURSUANT TO THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS CONVERTIBLE PROMISSORY NOTE AND SUCH OTHER SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT AND LISTING APPLICATION IN EFFECT WITH RESPECT TO THIS CONVERTIBLE PROMISSORY NOTE OR SUCH OTHER SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND LISTING ARE NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.

E Centives Inc – Contract (June 14th, 2006)

THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES THAT MAY BE ACQUIRED PURSUANT TO THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS CONVERTIBLE PROMISSORY NOTE AND SUCH OTHER SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT AND LISTING APPLICATION IN EFFECT WITH RESPECT TO THIS CONVERTIBLE PROMISSORY NOTE OR SUCH OTHER SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND LISTING ARE NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.

E Centives Inc – Contract (May 15th, 2006)

THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES THAT MAY BE ACQUIRED PURSUANT TO THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS CONVERTIBLE PROMISSORY NOTE AND SUCH OTHER SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT AND LISTING APPLICATION IN EFFECT WITH RESPECT TO THIS CONVERTIBLE PROMISSORY NOTE OR SUCH OTHER SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND LISTING ARE NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.

E Centives Inc – AMENDMENT No. 3 TO CONVERTIBLE PROMISSORY NOTE (April 26th, 2006)

This Amendment No. 3 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of April 21, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and Venturetec, Inc. (the “Holder”).

E Centives Inc – AMENDMENT No. 1 TO CONVERTIBLE PROMISSORY NOTE (April 26th, 2006)

This Amendment No. 1 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of April 21, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and US Venture 05, Inc. (the “Holder”).

E Centives Inc – AMENDMENT No. 2 TO CONVERTIBLE PROMISSORY NOTE (April 26th, 2006)

This Amendment No. 2 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of April 21, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and US Venture 05, Inc. (the “Holder”).

E Centives Inc – AMENDMENT No. 2 TO CONVERTIBLE PROMISSORY NOTE (January 6th, 2006)

This Amendment No. 2 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of December 31, 2005 by and between E-centives, Inc., a Delaware corporation (the “Company”), and Venturetec, Inc. (the “Holder”).