SECOND AMENDMENT TO PROMISSORY NOTE
THIS SECOND AMENDMENT TO PROMISSORY NOTE is entered this ___ day of
September, 2000, by and between Global Eco-Logical Services, Inc., a
Florida corporation ("Maker"), WasteMasters, Inc., a Maryland corporation
("WMI"), and ____________________ ("Noteholder").
WHEREAS, the Maker and the Noteholder are parties to a Promissory
Note dated June 1, 1999 in the original principal amount of $100,000.00;
WHEREAS, the Maker and the Noteholder entered into an Amendment to
Promissory Note dated March 1, 2000, to amend certain terms thereof;
WHEREAS, the Maker has agreed to sell certain assets to WMI, which
has agreed to assume payment of the Promissory Note, its accrued
interest, and permissible default fees, as partial consideration for the
Lease/Purchase and Management Agreement, and in connection with such
assumption, the Maker, WMI and the Noteholder have entered into this
Second Amendment to evidence the Noteholder's consent to the assumption
of the Promissory Note by WMI and the terms of an amendment to the
Promissory Note;
NOW, THEREFORE, in consideration of the promises and mutual
agreements herein contained, it is agreed by and between the parties
hereto as follows:
1. The Seventh Paragraph of the Note is hereby deleted and replaced
in its entirety with the following language:
"This Note shall be convertible, at the sole option of the Holder, into
paid and non-assessable shares of Common Stock of the Maker or
WasteMasters, Inc. ("WMI") as specified in a notice of conversion
delivered to the office of both the Maker and WMI at such places that
they may from time to time determine (all future references to "Common
Stock" in this paragraph shall refer to the Common Stock of WMI or the
Maker as specified in a notice of conversion). The number of shares of
Common Stock issuable upon conversion of this Note shall be equal to
$1,000.00 divided by the applicable Conversion Price in effect at the
time of conversion determined as hereinafter provided for each $1,000 in
principal and accrued interest due on this Note at the time of
conversion. The price at which shares of Common Stock shall be delivered
upon conversion (the "Conversion Price") shall be the Current Bid Price
(as hereinafter defined) of the Common Stock of the applicable company as
of the close of business on the day immediately preceding the date of
conversion; provided, however, that such Conversion Price shall be
subject to adjustment from time to time in certain instances as
hereinafter provided; and further provided that in no event shall the
Conversion Price for Common Stock of WMI be less than $0.10
per share. No payment or adjustment shall be made in respect of dividends
previously declared and paid on the Common Stock upon conversion of part
or all of this Note into shares of Common Stock. If the Maker elects to
prepay part or all of this Note, such right of conversion shall cease and
terminate, as to the portion designated for prepayment, at the close of
business on the prepayment date, unless the Maker defaults in the
prepayment. No fractional shares of Common Stock will be issued, and
instead the number of shares of Common Stock to be issued on conversion
of this Note will, to the extent necessary, be rounded up to the nearest
whole number of shares."
2. The Noteholder hereby consents to the assumption of the
Promissory Note by WMI, and WMI hereby agrees to perform all obligations
of the Maker thereunder is if it were the original Maker thereunder.
3. In the event the Noteholder elects to convert any part of the
Promissory Note into shares of Common Stock of the Maker, then WMI shall
reimburse the Maker for such conversion by issuing the Maker that number
of shares of Common Stock of WMI which WMI would have been obligated to
issue the Noteholder if the Noteholder had instead elected to convert
such part of the Promissory Note into shares of Common Stock of WMI.
4. All terms and conditions in the Promissory Note shall remain
unchanged except to the extent specifically modified herein. All terms
defined in the Promissory Note shall have the same meaning herein that
they are defined to have the Promissory Note, unless specifically
provided otherwise.
IN WITNESS HEREOF, the parties have executed this Agreement, as of
the date first written above.
MAKER:
GLOBAL ECO-LOGICAL SERVICES, INC., a Florida corporation
By: ________________________________
Xxxxxxx X. Xxxxxx, Xx., President
HOLDER:
By: ________________________________
Print Name: _________________________
WMI:
WASTEMASTERS, INC., a Maryland corporation
By: ____________________________________
Xxxxxxx X. Xxxxxxx, Secretary
