FIRST AMENDMENT TO SECURED PROMISSORY NOTE

FIRST AMENDMENT TO SECURED PROMISSORY NOTE (this "Amendment") dated as of November 20, 2009, by and between Zanett Opportunity Fund, Ltd. ("Lender") and Integrated Environmental Technologies, Ltd. (the "Borrower").

A. Borrower has issued that certain Secured Promissory Note, dated as of August 19, 2009 (the "Note"), to Lender with a principal amount of $590,000 (the "Principal Amount").

B. Lender and Borrower wish to amend certain provisions of the Note, as more fully described in this Amendment.

C. Pursuant to paragraph 16 of the Note, the Note may only be modified by a writing signed by both Lender and Borrower.

NOW, THEREFORE, in consideration of the mutual promises, agreements and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Amendment. The first sentence of paragraph 3 of the Note is hereby amended to replace "November 16, 2009" with "December 31, 2009." From and after the date of this Amendment, December 31, 2009 shall be considered the Maturity Date for all purposes under the Note.

2. Escrow of Funds. Concurrently with the execution of this Amendment, Borrower shall deposit with an escrow agent acceptable to Lender (the "Escrow Agent") an amount in cash equal to the Principal Amount (the "Escrowed Funds"). The Escrow Agent shall hold the Escrowed Funds in escrow pursuant to an escrow agreement acceptable to the parties and shall dispose of the Escrowed Funds as directed by Lender in its sole discretion. Borrower may, from time to time, request that all or a portion of the Escrowed Funds be released in connection with fulfillment of orders to Borrower's customers, Borrower's purchase of cabinets and machinery, and other revenue generating activities; provided, that any such release of Escrowed Funds shall require the prior written approval of Lender, which approval may be granted or withheld in Lender's sole discretion. Borrower shall be responsible for all fees and expenses of the Escrow Agent.

 

3. Defined Terms. All terms used herein and not otherwise defined shall have the meaning given them in the Note.

 

4. Counterparts. This Amendment may be executed in several counterparts each of which shall be an original and all of which taken together shall constitute a single instrument.

 

5. Governing Law. This Amendment is made pursuant to, and shall be construed and enforced in accordance with, the laws of the State of New York (and United States federal law, to the extent applicable), irrespective of the principal place of business, residence or domicile of the parties hereto, and without giving effect to otherwise applicable principles of conflicts of law.

6. Costs and Expenses, Borrower shall promptly pay by wire transfer of immediately available funds all costs and expenses of Lender (including, without limitation, reasonable attorney's fees and expenses) incurred in connection with the negotiation and execution of this Amendment upon Lender's delivery of a written statement of such costs and expenses.

7. Section Headings. The section headings herein have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms or provisions hereof.

8. Note in Full Force and Effect. Except as specifically amended hereby, all of the terms and conditions of the Note shall be in full force and effect. All references to the Note in any other document or instrument shall be deemed to mean such Note as amended by this Amendment. The parties hereto agree to be bound by the terms and obligations of the Asset Purchase Agreement, as amended by this Amendment, as though the terms and obligations of the Note were set forth herein.

 

IN WITNESS WHEREOF, this Amendment has been executed as of the day and year first above written.