Exhibit 10.68


 


AMENDMENT NO. 1 TO LOAN AGREEMENT


 


THIS AMENDMENT
NO. 1 (“Amendment”) is made and
entered into as of February 19, 2003, by and between ZAMBA CORPORATION and ENTRX
CORPORATION and modifies the Loan Agreement (“Loan”) dated November 4, 2002, between the
parties.  Except as expressly set forth
herein, the terms and conditions of the Loan sTOhall continue in full force and
effect.  All references to section
numbers below refer to the respective section numbers in the Loan.  Capitalized terms shall bear the meanings
for such terms set forth in the Loan.


 


1.              Section 3.1.4 is modified by adding the
following to the end of the Section: “Subject to Borrower’s receipt from Lender
of $450,000 on or prior to February 19, 2003, and $200,000 on or prior to March
15, 2003, representing the entire remaining balance of the Second Advance,
Lender shall be entitled to convert the aggregate principal amount of the First
Advance and the Second Advance that have been provided to Borrower, as well as
$6,888.89 of interest that has accrued prior to this Amendment, into shares of
NextNet Wireless, Inc. (“NextNet”)
Series A Preferred Stock held by Borrower (the “Shares”) at a per share conversion price that is the lesser of
$6.00 per share or such lower initial per share price (on a common share
equivalent basis, without giving effect to differences in rights or to
anti-dilution provisions or any other purchase price adjustments set forth in
the NextNet financing agreement) that NextNet agrees to receive for any sale of
other preferred stock in an amount that is at least one million dollars
($1,000,000.00) before June 30, 2003.  A
prior election by Lender to convert the Advances it provided and eligible
interest under this Agreement  shall not
affect its eligibility to receive the benefit of conversion at a lower initial
per share price from a subsequent NextNet financing agreement if Lender would
have otherwise been eligible pursuant to this Agreement to obtain such lower
initial per share price if it had waited until the NextNet financing agreement
was completed to exercise its conversion rights.  If Borrower does not receive the entire remaining balance of the
Second Advance by remittances from Lender to Borrower of the amounts of $450,000
on or prior to February 19, 2003, and $200,000 on or prior to March 15, 2003,
the remedies set forth above that have not already been effectuated pursuant to
provisions of this Amendment shall apply. 
Notwithstanding the above, each party acknowledges that Lender’s receipt
of the Shares, at any price, may be subject to the rights of first refusal on
the parts of NextNet and certain of its investors as set forth in the Right of
First Refusal Agreement.”


 


2.              Section 3.1.5 is modified by inserting,
at the end of the paragraph, the following: “No interest shall accrue or become
due during any period in which there exists an Event of Default by Lender.  Any interest not paid prior to the date of
this Amendment shall not be due if during such period there was an Event of
Default by Lender.”


 


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3.              Section 3.1.3 is eliminated in its
entirety and Borrower hereby expressly waives the obligation of Lender to
advance the Third Advance, and Section 6.2 is eliminated in its entirety and
Lender expressly waives its rights to convert all outstanding Advances under
the Note into shares of Borrower’s common stock.


 


4.              Section 3.3 of the Loan is deleted and
the parties acknowledge that all of Borrower’s rights and Lender’s obligations
related to the Option set forth in the Loan are terminated upon execution of
this Amendment, including but not limited to any obligation of Borrower to
reserve a sufficient amount of Shares for exercise of the Option.


 


5.              Section 4.12 is modified by deleting
“1,083,333” from the sixth line and replacing same with “583,333.”


 


6.              Section 6.1.1 is modified by adding,
prior to “The NextNet Conversion Rate” in the eighth line, the following:
“Subject to Borrower’s receipt from Lender of $450,000 on or prior to February
19, 2003, and $200,000 on or prior to March 15, 2003, representing the entire
remaining balance of the Second Advance, . . .”


 


7.              Section 6.3.1 is modified by deleting the
third paragraph and replacing it with the following: “Upon execution of this
Amendment, the parties shall instruct the Collateral Agent to return 250,000
shares of Series A Preferred Stock of NextNet from the Collateral to
Borrower.  On July1, 2003, the
Collateral Agent shall return to Borrower all shares of Collateral not
previously issued or returned.”


 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed and delivered the date
and year first above written.


 


	
   

  	
  ZAMBA CORPORATION,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Michael H. Carrel

  	
   

  
	
   

  	
  Name: Michael H. Carrel

  
	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  ENTRX CORPORATION,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Brian Niebur

  	
   

  
	
   

  	
  Name: Brian Niebur

  
	
   

  	
  Title: Chief Financial Officer

  
						



 


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