THIRD AMENDMENT
TO PROMISSORY NOTE
This Amendment Agreement (the "Amendment") is made effective
as of October 11, 1999, by and between SGI International, a Utah Corporation
("SGI" or the "Company") and Xxx Xxxxxxx, ("Lender").
RECITALS
A. SGI issued a promissory note (the "Note") to Lender dated as of January 28,
1999, in the principal amount of $250,000.
B. The parties contemplated that the note would be used as the purchase price
for Preferred Shares to be issued by SGI.
C. Company and Lender desire to exchange $150,000 of principal and accrued
interest from said Note, for restricted stock as more specifically
described in a Restricted Stock Subscription Agreement of even date
attached hereto as Exhibit A, and to further extend the terms of the Note
to and including November 1, 2000.
AGREEMENT
NOW THEREFORE, in consideration of the covenants and conditions of this
Third Amendment, the parties do hereby agree as follows:
1. Reduction of Principal. The principal amount of said Note is hereby amended
to $100,000.
2. Extension of Maturity Date. The maturity date of said Note is hereby amended
to November 1, 2000.
3. Restricted Common Stock. At maturity, both the remaining principal amount
and accrued interest thereon shall be payable in Restricted Common Stock of
Company, calculated at 75% of the average closing bid price for the five (5)
trading days prior to maturity.
IN WITNESS WHEREOF the parties have executed this Agreement by their
duly authorized signatories as of the day and year first written above.
SGI International, Inc. LENDER: Xxx Xxxxxxx
By: Xxxxxxx X. Xxxx By: Xxx Xxxxxxx, an individual
Title: CEO/President
