Amendment to Demand Promissory Note between NuVim, Inc. and Kirkpatrick & Lockhart Nicholson Graham LLP (August 22, 2006)

Summary

NuVim, Inc. and Kirkpatrick & Lockhart Nicholson Graham LLP have agreed to extend the maturity date of a $120,000 demand promissory note originally issued in 2004. The new maturity date is January 15, 2009. NuVim will issue an amended and restated note to reflect the current outstanding principal and accrued interest, reaffirming its debt obligations. Both parties have signed to confirm their agreement to these terms.

EX-10.46 3 nu61257ex1046.txt EXHIBIT 10.46 Exhibit 10.46 August 22, 2006 Kirkpatrick & Lockhart Nicholson Graham LLP Attn: Stephen R. Connoni 599 Lexington Avenue New York, NY 10022 Reference is made to that certain Demand Promissory Note dated on or about August 20, 2004 in the remaining principal amount of $120,000 issued by NuVim, Inc. ("NuVim") to Kirkpatrick & Lockhart Nicholson Graham LLP, as payee (as modified through the date hereof, the "Note"). Kirkpatrick & Lockhart Nicholson Graham LLP agrees to extend the Maturity Date of the Note to January 15, 2009. In order to evidence the debt extension NuVim shall issue to Kirkpatrick & Lockhart Nicholson Graham LLP an amended and restated note, in form satisfactory to it, recognizing the current outstanding principal and accrued interest with respect to the Notes and reaffirming its obligations under the Note. Please sign below to indicate your agreement. NuVim, Inc. By: /s/ Richard Kundrat --------------------------------------- Richard Kundrat, Chairman & CEO We agree to the foregoing: Kirkpatrick & Lockhart Nicholson Graham LLP: By: /s/ Steven Canoni --------------------------------------- Stephen Canoni, a Managing Partner