AMENDMENT TO PROMISSORY NOTE









Exhibit

4.39




AMENDMENT

TO PROMISSORY NOTE




 




 




This AMENDMENT TO

PROMISSORY NOTE (the “Second Amendment”) is made this       day of April 2002, between EpicEdge,

Inc., a Texas corporation (“Maker”), and Carl R. Rose (“Payee”).




 




PREAMBLE




 




WHEREAS,

Maker executed a Convertible Note on the 1st day of November,

2000 whereby it promised to pay to the order to Payee the sum of $500,000, (the

“Original Note”);




 




WHEREAS,

the Original Note was previously amended on the 31st day of

August, 2001 (the “First Amendment”); and




 




WHEREAS,

Maker and Payee have mutually agreed to amend the payment

terms of the Original Note.




 




NOW,

THEREFORE, in exchange for the mutual promises contained

herein, and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties hereto agree to further amend the

Original Note as follows:




 




1.               Section (b) of

introductory paragraph of the Original Note shall be amended to reflect that

the principal shall mature on December 1, 2004.  Any previous amendments to this provision are superceded hereby.




 




2.               Section 2 of

the Original Note shall be amended to increase the cure period upon written

notice of an event of default from ten (10) days to twenty (20) days.  Any previous amendments to this provision

are superceded hereby.




 




3.               Section 3(a) of the

Original Note shall be amended to decrease the conversion rate from fifty cents

($0.50) to twenty-five cents ($0.25). 

Any previous amendments to this provision are superceded hereby;




 




4.               Except as provided

by the First Amendment and the Second Amendment, all other terms of the

Original Note shall remain unmodified.




 




[Signature Page Follows]




 





























 




IN

WITNESS WHEREOF, each of the parties hereto has executed this

Second Amendment or has caused this Second Amendment to be executed on its

behalf by a representative duly authorized, all as of the date first above set

forth.




 




MAKER:




 




	

  EPICEDGE, INC.


  	

   


  
	

   


  	

   


  
	

  By: 


  	

   


  	

   


  
	

  Name:


  	

   


  	

   


  
	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  PAYEE:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  CARL R. ROSE


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  JENTA ROSE


  	

   


  
					





 





























 




AMENDMENT

TO PROMISSORY NOTE




 




 




This AMENDMENT TO

PROMISSORY NOTE (the “Second Amendment”) is made this      day of April 2002, between EpicEdge,

Inc., a Texas corporation (“Maker”), and Carl R. Rose (“Payee”).




 




PREAMBLE




 




WHEREAS,

Maker executed a Convertible Note on the 7th day of November,

2000 whereby it promised to pay to the order to Payee the sum of $400,000, (the

“Original Note”);




 




WHEREAS,

the Original Note was previously amended on the 31st day of

August, 2001 (the “First Amendment”); and




 




WHEREAS,

Maker and Payee have mutually agreed to amend the payment

terms of the Original Note.




 




NOW,

THEREFORE, in exchange for the mutual promises contained

herein, and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties hereto agree to further amend the

Original Note as follows:




 




5.               Section (b) of

introductory paragraph of the Original Note shall be amended to reflect that

the principal shall mature on December 1, 2004.  Any previous amendments to this provision are superceded hereby.




 




6.               Section 2 of

the Original Note shall be amended to increase the cure period upon written

notice of an event of default from ten (10) days to twenty (20) days.  Any previous amendments to this provision

are superceded hereby.




 




7.               Section 3(a) of the

Original Note shall be amended to decrease the conversion rate from fifty cents

($0.50) to twenty-five cents ($0.25). 

Any previous amendments to this provision are superceded hereby;




 




8.               Except as provided

by this Second Amendment and the First Amendment, all other terms of the

Original Note shall remain unmodified.




 




 




{Signature Page Follows}




 





























 




IN

WITNESS WHEREOF, each of the parties hereto has executed this

Second Amendment or has caused this Second Amendment to be executed on its

behalf by a representative duly authorized, all as of the date first above set

forth.




 




MAKER:




 




	

  EPICEDGE, INC.


  	

   


  
	

   


  	

   


  
	

  By: 


  	

   


  	

   


  
	

  Name:


  	

   


  	

   


  
	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  PAYEE:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  CARL R. ROSE


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  JENTA ROSE