EXHIBIT 4.8
AMENDMENT NO. 1 TO
QT 5, INC. $150,000 PROMISSORY NOTE
This Amendment No. 1 to the QT 5, INC. $150,000 Promissory Note (the
"Amendment"), is entered into effective February 28, 2003, by and between QT 5,
Inc., a Delaware corporation ("QT 5") and NDMS Investments, L.P., a Nevada
limited partnership ("NDMS").
WHEREAS, QT 5 issued a $150,000 Promissory Note to NDMS on September
30, 2002 in the principal amount of $150,000 (the "Note");
WHEREAS, the maturity date of the Note is March 1, 2002 (the "Maturity
Date") and the parties have agreed to amend the Maturity Date to April 30, 2003
under the terms contained herein;
NOW, THEREFORE, for valuable consideration the sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Amendment of Due Date. Section 1.1 is hereby amended in its entirety
as follows:
"The outstanding principal shall be due and payable, unless
earlier converted by Holder, at the earlier of (i) April 30,
2003 or (ii) a financing in which the Company receives net
proceeds of $1 million (the "Maturity Date"). Payments
hereunder shall be made by the Company to the Holder, at the
address as provided to the Company by the Holder in writing,
in lawful money of the United States of America no later than
1 business day following the Maturity date. This Note shall
bear no interest."
2. Amendment of Principal Amount. The principal amount due under the
Note is hereby amended to $152,500.
3. Conversion Price. Section 2.2 shall be amended in its entirety to
read as follows:
"The number of shares of Stock to be issued upon such
conversion shall equal the aggregate amount of principal under
the Note then outstanding divided by the Conversion Price,
which shall initially be set at $1.00 per share; provided,
however, that the Conversion Price shall be adjusted to $.10
if this note is not paid in full by the Maturity Date."
All other terms of the Promissory Note and other related documents
shall remain in full force and effect.
QT 5, INC. NDMS Investments, L.P.
By: /s/ XXXXXXX X. XXXXX /s/ XXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx, CEO Xxxxxx X. Xxxxx, Partner
