0001193125-06-002519 Sample Contracts

AMENDMENT No. 2 TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • January 6th, 2006 • E Centives Inc • Services-business services, nec • Maryland

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”).

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AMENDMENT No. 1 TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • January 6th, 2006 • E Centives Inc • Services-business services, nec • Maryland

This Amendment No. 1 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of December [ ], 2005 by and between E-centives, Inc., a Delaware corporation (the “Company”), and US Venture 05, Inc. (the “Holder”).

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