Amendment No. 2 to Callable Secured Convertible Notes between Veridicom International, Inc. and Note Holders

Summary

This amendment, dated August 16, 2005, is between Veridicom International, Inc. and the holders of its Callable Secured Convertible Notes. It changes the terms of the original notes to require that all interest payments be made in cash. All other terms of the notes remain unchanged, except where they conflict with this amendment. The amendment is effective upon execution by the company and the majority of note holders.

EX-4.12 5 v024567_ex4-12.txt AMENDMENT NO. 2 TO CALLABLE SECURED CONVERTIBLE NOTES THIS AMENDMENT NO. 2 TO CALLABLE SECURED CONVERTIBLE NOTES (the "Amendment") is made as of this 16th day of August, 2005, by and between Veridicom International, Inc., a Delaware corporation (the "Company"), and the holders of Callable Secured Convertible Notes issued by the Company on February 25, 2005, April 29, 2005 and August 16, 2005 set forth on the signature page hereof (each, a "Holder" and, collectively, the "Holders"). Capitalized terms used herein and not defined shall have the meanings given to them in the Notes (as defined below). W I T N E S S E T H: WHEREAS, in connection with the closing of a private placement transaction, the Company issued Callable Secured Convertible Notes in the aggregate principal amount of $5,100,000 to the Holders on February 25, 2005, April 29, 2005 and August 16, 2005 (each, a "Note" and, collectively, the "Notes"); WHEREAS, the Company and the Holders desire to amend certain provisions of the Notes; and WHEREAS, Section 5.3 of the Notes permits an amendment of the terms upon the written consent of the Company and the Holders of a majority of the outstanding aggregate principal amount of such Notes. NOW, THEREFORE, in consideration of the foregoing, which is incorporated herein by reference, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Holders, intending to be legally bound hereby, agree to amend the Notes as follows: 1. Payment of Interest on the Notes. The parties to this Amendment hereby agree that, notwithstanding anything to the contrary contained in the Notes, any and all payments of interest on the Notes shall be made in cash. 2. Conflicts. (a) To the extent there is any conflict between the terms of the Notes and the terms hereof, the terms of this Amendment shall take precedence. (b) Except as herein amended, the Notes shall remain unchanged and in full force and effect. Each and every term, covenant and condition of the Notes, not specifically preempted hereby, is incorporated herein such that the Notes and this Amendment thereto shall be read and construed as one instrument. 3. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one (1) instrument. IN WITNESS WHEREOF, the Company and the Holders have caused this Amendment to be duly executed by its officers, thereunto duly authorized as of the date first above written. VERIDICOM INTERNATIONAL, INC. ----------------------------------------- Paul Mann President and Chief Executive Officer AJW PARTNERS, LLC By: SMS Group, LLC ----------------------------------------- Corey S. Ribotsky Manager AJW OFFSHORE, LTD. By: First Street Manager II, LLC ----------------------------------------- Corey S. Ribotsky Manager AJW QUALIFIED PARTNERS, LLC By: AJW Manager, LLC ----------------------------------------- Corey S. Ribotsky Manager NEW MILLENNIUM CAPITAL PARTNERS II, LLC By: First Street Manager II, LLP ----------------------------------------- Corey S. Ribotsky Manager 2 ALPHA CAPITAL By: ------------------------------------- Name: Title: ENABLE GROWTH PARTNERS L.P. By: ------------------------------------- Name: Title: WHALEHAVEN CAPITAL FUND LIMITED By: ------------------------------------- Name: Title: MEADOWBROOK OPPORTUNITY FUND LLC By: -------------------------------------- Name: Title: TCMP3 PARTNERS By: -------------------------------------- Name: Title: 3