AMENDEMENT NO. 2 NOTE PURCHASE AGREEMENT

Exhibit 10.10

Execution Copy

AMENDEMENT NO. 2  NOTE PURCHASE AGREEMENT

AMENDEMENT NO. 2, dated as of July 21, 2006 (this “Amendment”), to the Note Purchase Agreement dates as of September 16, 2005, as amended by Amendment No. 1 thereto dated as of October 24, 2005 (the “Note Purchase Agreement”), by and among GenuTec Business Solutions, Inc., a Montana corporation (the “Company”), Technology Investment Capital Corp., a Maryland corporation (“TICC”), and Seaview Mezzanine Fund LP, a Delaware limited partnership (“Seaview”; TICC and Seaview, together with their respective successors, assigns and transferees, are sometimes referred to herein collectively as the “Purchasers”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Note Purchase Agreement.

R E C I T A L S

A.                                   Pursuant to the Note Purchase Agreement, the Company has issued to the Purchasers, and the Purchasers presently hold, Senior Secured Notes Due 2010 of the Company in the aggregate principal amount of $20,000,000.

B.                                     Under the provisions of Section 9.10 of the Note Purchase Agreement the Company was required to file with the SEC, on or prior to December 15, 2005, either (i) a registration statement on Form 10-SB under the Exchange Act with respect to the Company Common Stock or (ii) a registration statement on Form SB-2 under the Securities Act (either such registration statement, a “Registration Statement”).

C.                                     The Company has requested, and the Majority Purchasers have agreed, subject to certain conditions as hereinafter set forth, to extend the date by which the Company is required to file a Registration Statement to August 15, 2006, to amend certain of the financial covenants and other provisions set forth in the Note Purchase Agreement, and to waive any Events of Default that have existed or now exist by reason of the failure of the Company to file a Registration Statement prior to the date hereof or to comply as of June 30, 2006 and for the period then ended with the financial covenants hereby amended.

NOW, THEREFORE, in consideration of the terms and conditions contained herein and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                                       Amendment to Definition of “Liquidity Event”. The definition of the term “Liquidity Event” appearing in Section 1 of the Note Purchase Agreement is hereby amended to read in full as follows:

““Liquidity Event” means any of the following: (i) a Sale of the Company, (ii) an Initial Public Offering (other than a Qualified IPO), or (iii) a Change of Control.”

2.                                       Amendment to Section 3.1(b) of the Note Purchase Agreement. Section 3.1(b) of the Note Purchase Agreement is hereby amended by deleting paragraph (i) thereof and inserting in lieu thereof the following new paragraph (i):

“(i)                               any Initial Public Offering or other public or private offering, issuance and sale of Equity Interest of the Company, other than Net Cash Proceeds received in connection with (A) a Qualified Equity Financing completed on or prior to November 15, 2006 (provided that at least $5,000,000 of the Net Cash Proceeds of any such Qualified Equity Offering shall be paid to the Purchasers as herinafter provided in this Section 3.1(b), and the remainder thereof may be retained by the Company), (B) issuances of Equity Interests of the Company as full or partial consideration for or to finance a Permitted Acquisition, and (C) any issuance relating solely to employee benefit plans or solely to a transaction described in Rule 145(a) of the SEC),”

3.                                       Amendment to Section 9.10 of the Note Purchase Agreement. The first sentence of Section 9.10 of the Note Purchase Agreement is hereby amended to read, in full, as follows:

“On or prior to August 15, 2006, the Company will file with the SEC either (i) a registration statement on Form 10-SB under the Exchange Act with respect to the Company Common Stock or (ii) a registration statement on Form SB-2 under the Securities Act (either such registration statement, as filed and as from time to time amended, the “Registration Statement”).”