Unassociated Document


    AMENDMENT
      TO CONVERTIBLE NOTE

    


    This
      Amendment to Convertible Note (“Agreement”) is entered into this 30th day of
      June 2008, by Interstate Data USA, Inc. (the “Company”) and Mr. Vincent O. Ebuh
      (“Noteholder”).


    


    PRELIMINARY
      STATEMENTS

    


    WHEREAS,
      the
      Company has previously issued to Mr. Apollos Ikpobe the convertible promissory
      note attached hereto as Annex
      A
      (the
“Note”) in the aggregate principal amount of $100,000; 

    


    WHEREAS,
      Mr.
      Ikpobe previously assigned the Note to the Noteholder pursuant to the assignment
      attached hereto as Annex
      B
      (the
“Assignment”); 

    


    WHEREAS,
      the maturity date under the Note is June 30, 2008; and 

    


    WHEREAS,
      the Company has requested, and the Noteholder has agreed, subject to the terms
      and conditions set forth herein, to extend the maturity date under the Note
      to
      December 31, 2008 and to waive all defaults under the Note, if any;

    


    NOW,
      THEREFORE, in consideration of the foregoing, of the mutual agreements
      hereinafter set forth, and of other good and valuable consideration, the receipt
      and sufficiency of which are hereby acknowledged, the parties hereto hereby
      agree follows:

    


    1. The
      parties agree that the recitals set forth above are true and correct and are
      incorporated into this Agreement by reference. 

    


    2. The
      parties agree that the maturity date under the Note shall be extended to
      December 31, 2008. 

    


    3. The
      Noteholder hereby waives in its entirety any and all defaults under the
      Note.

    


    4. Except
      as
      provided herein, all other terms of the Note are ratified and
      confirmed.

    


    5. This
      Agreement shall bind and inure to the benefit of the parties hereto, their
      respective successors and permitted assigns.

    


    6. This
      Agreement may be executed in counterparts, each of which shall constitute an
      original, and all of which, taken together, shall constitute the same
      instrument.

    


    7. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Texas. Any action brought by either party against the other concerning
      the transactions contemplated by this Agreement shall be brought only in the
      state or federal courts of located in the state of Texas. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8. This
      Agreement may be executed by facsimile signature and that such facsimile
      signature shall have the same effect as original signatures.

    


    


    [Signature
      Page Follows]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement the day and year
      first
      above written.

    


    INTERSTATE
      DATA USA, INC.

    


    


    


    By:
      

      _____________________    

    Name:
      Randall R. Carpenter

    Title:
      President

    


    


    


    NOTEHOLDER:

    


    


    _____________________

    Mr.
      Vincent O. Ebuh

    


    



    
      
        
          


          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    


    Annex
      A

    


    


    Convertible
      Note

    


    



    
      
        
          


          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Annex
      B

    


    


    Assignment
      of Note