Agreement Amending 16% Secured Promissory Note between NuState Energy Holdings, Inc. and The Black Diamond Fund, LLLP

Summary

NuState Energy Holdings, Inc. and The Black Diamond Fund, LLLP have agreed to amend the terms of a 16% Secured Promissory Note originally due February 8, 2008. The amendment changes the interest rates for specific periods, extends the maturity date to September 18, 2008, and requires the release of 5,000 shares of Series I preferred stock each month until the note and interest are fully paid. All other terms of the original note remain in effect. The amendment is effective upon mutual execution by both parties.

EX-10.48 2 ex10-48.txt AGREEMENT AMENDING PROMISSORY NOTE Exhibit 10.48 NuSTATE ENERGY HOLDINGS, INC. - -------------------------------------------------------------------------------- March 19, 2008 The Black Diamond Fund, LLLP 155 Revere Dr., Suite 10 Northbrook, IL 60062 Attn: Brandon Goulding Re: Fittipaldi Logistics, Inc. (the "Company") 16% Secured Promissory Note due February 8, 2008 (the "Note") held by The Black Diamond Fund, LLLP ("BDF") Dear Brandon: This will confirm our understanding regarding the amendment of the Note. 1. In the 2nd paragraph of page 1 of the Note, effective March 18, 2008 the interest rate shall change from the rate of 16.0% per annum, compounded daily, to the rate of 25% simple interest. From February 8, 2008 through March 17, 2008 the interest rate of the Note shall be 32% simple interest. 2. The Company shall execute a written order instructing the escrow agent to release one (1) certificate for Five Thousand (5,000) shares of the Company's Series I preferred stock commencing on April 8, 2008 and on the 8th of each month thereafter until such time as the Note and accrued interest thereon have been paid in full 3. In the 3rd paragraph on page 1 of the Note, the Maturity Date shall be changed to September 18, 2008. 4. As modified herein, the Note shall remain in full force and effect, and all sums owed thereunder shall remain due and payable. In addition, upon mutual execution of this amendment to the Note, BD shall execute a waiver in the form attached hereto. If the foregoing accurately reflects your understanding regarding this matter, please indicate your agreement and acceptance by signing in the space provided below and returning an executed copy of this letter to us. Remainder of page intentionally left blank. NuState Energy Holdings, Inc. March 19, 2008 Page 2 of 2 Sincerely, By: /s/ Frank P. Reilly --------------------- Frank P. Reilly Chief Executive Officer AGREED AND ACCEPTED: The Black Diamond Fund, LLLP By: /s/ Brandon S. Goulding ----------------------- Brandon S. Goulding, on behalf of Philly Financial, its Investment Advisor