f8k011408ex10i_bednational.htm


    
      DUTCHESS
CAPITAL
        MANAGEMENT, LLC

        _______________________________________________________________________________________________________________________

      
        	
                50
                  Commonwealth Ave, Suite 2,
                  Boston, MA  02116

              	
                1110
                  Route  55, Suite
                  206, LaGrangeville, NY 12540

              
	
                Phone:
                  (617) 301-4700

              	
                Phone
                  (845) 575-6770

              


      

      


    

     

    
      


      


      January
        14, 2008

      


      By
        Facsimile, FedEx &
Electronic Mail

      


      Mr.
        Paul
        Patrizio

      Chief
        Executive Officer

      Bedminster
        National Corp.

      90
        Washington Valley Road

      Bedminster,
        NJ 07921

      


      Re:           
        Amendment to Finance
        Documents

      


      Dear
        Mr.
        Patrizio:

      


      For
        the
        limited purposes set forth below, this letter and attached exhibits shall
        operate as an Amendment to: (i) the Promissory Note dated June 26, 2007 between
        Dutchess Private Equities Fund, Ltd. (“Dutchess”), on the one hand, and
        Bedminster National Corp. and all of its subsidiaries (“Bedminster” or the
“Company”), on the other (“Promissory Note”); and (ii) the Security Agreement
        dated June 26, 2007 between Dutchess, on the one hand, and Bedminster and
        Metropolitan Computing Corp. (“MCC”), on the other (collectively, the
“Agreements”).  The Agreements remain in full force and effect, except
        as set forth below, and any other financing agreements between Dutchess and
        Bedminster, including, without limitation, the Negative Pledge dated June
        26,
        2007 and Secured Continuing Unconditional Guaranty dated June 26, 2007, remain
        in full force and effect and are not effected in any way by this
        Amendment.

      


      
        	
                1)  

              	
                Bedminster
                  shall provide a warrant to Dutchess to purchase up to 8,584,000
                  shares of
                  common stock with an exercise price of par.  Bedminster shall
                  execute the Warrant, attached as ExhibitA,
                  and return
                  it to Dutchess no later than 5 pm, Monday, January 14,
                  2008.

              


      

      


      
        	
                2)  

              	
                Paul
                  Patrizio, and those entities under the control of Mr. Patrizio
                  (collectively “Patrizio”), will pledge all Bedminster shares held by them,
                  regardless of Class (the “Shares”), to Dutchess.  Mr. Patrizio
                  shall execute the Share Pledge Agreement, attached as ExhibitB,
                  and return
                  it to Dutchess no later than 5 pm, Monday, January 14, 2008.  By
                  signing below, Mr. Patrizio acknowledges that the attached Share
                  Pledge
                  Agreement and Schedule I to the Share Pledge Agreement includes
                  all shares
                  held by Mr. Patrizio and any entities controlled by Mr.
                  Patrizio.  Mr. Patrizio shall also execute the Escrow Agreement,
                  attached as ExhibitC,
                  and return
                  it to Dutchess no later than 5 pm, Monday, January 14,
                  2008.

              


      

       

       

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      
 

      
        	
                3)  

              	
                Bedminster
                  acknowledges that it has failed to make at least three required
                  payments
                  under the Promissory Note, totaling approximately $147,005, and
                  that its
                  current indebtedness to Dutchess is approximately $1,327,611.92
                  as of
                  January 10, 2008.

              


      

      


      
        	
                4)  

              	
                Bedminster
                  shall timely make the payments set forth below to Dutchess with
                  monthly
                  payments due on or before the first day of each
                  month:

              


      

       

       

      
        
          	
                  January
                    15, 2008

                	
                  Five
                    thousand dollars ($5,000)/month

                
	
                  February
                    1, 2008 – April 1, 2008

                	
                  Five
                    thousand dollars ($5,000)/month

                
	
                  May
                    1, 2008 – June 1, 2008

                	
                  Interest
                    only payments based upon outstanding principal on the Promissory
                    Note/month

                
	
                  July
                    1, 2008 – December 1, 2008

                	
                  Twenty-five
                    thousand dollars ($25,000)/month

                
	
                  January
                    1, 2009 – March 1, 2009

                	
                  Forty
                    thousand dollars ($40,000)/month

                
	
                  April
                    1, 2009 – June 1, 2009

                	
                  Fifty
                    thousand dollars ($50,000)/month

                
	
                  July
                    1, 2009 and each month

                	
                  Seventy
                    thousand dollars ($70,000)/month

                
	
                  thereafter
                    until the Face Amount

                	 
	
                  is
                    paid in full

                	 


        

      

       

      
        	
                5)  

              	
                If,
                  at any time after Closing, the Company receives financing from
                  a third
                  party (excluding Dutchess), the Company is required to pay to Dutchess
                  twenty percent (20%) of the proceeds raised from the third party
                  up to an
                  aggregate amount of $3,000,000 (the “Threshold Amount”), and 100% of the
                  proceeds raised from the third party in excess of the Threshold
                  Amount.  The Threshold Amount shall also pertain to any assets
                  sold, transferred or disposed of by the Company.  The Company
                  agrees to pay twenty percent (20%) of any proceeds raised by the
                  Company
                  up to the Threshold Amount and one hundred percent (100%) of any
                  proceeds
                  raised by the Company in excess of the Threshold Amount toward
                  the
                  Accelerated Repayment of the Promissory Note with Interest until
                  such time
                  as the Face Amount of the Promissory Note, including accrued interest
                  and
                  penalties, has been paid in full.  The accelerated Repayment
                  shall be made to Dutchess upon the Company’s receipt of the
                  financing.

              


      

      


      and;

      


      
        	
                6)  

              	
                The
                  Company and Patrizio acknowledge that the failure to meet any of
                  the
                  obligations as described herein constitutes an Event of Default
                  under the
                  Agreements, and that in the Event of Default, the Escrow Agent
                  shall be
                  obligated to deliver the Shares to
                  Dutchess.

              


      

      


      For
        good
        and valuable consideration the receipt and sufficiency of which is hereby
        acknowledged, the parties have caused this Amendment to be duly executed
        by its
        authorized officer as of the date indicated above.

       

       

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      
 

      DUTCHESS
        PRIVATE EQUITIES FUND, LTD.

      


      By:__________________________

      Name:  Douglas
        H. Leighton

      Title:    Director

      


      


      Agreed
        to:

      


      PAUL
        PATRIZIO and BEDMINSTER NATIONAL CORP., on behalf of itself and its
        subsidiaries,

      


      By:
        _________________________

      Name:
        Paul Patrizio, individually and as

      Chief
        Executive Officer

      


      
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