AMENDMENT TO CONVERTIBLE PROMISSORY NOTE









Exhibit

4.26




AMENDMENT

TO CONVERTIBLE PROMISSORY NOTE




 




                This AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this

“Amendment”) is made this 20th day of July, 2001, between EpicEdge,

Inc., a Texas corporation (“Maker”), and Edgewater Private Equity Fund III,

L.P. (“Payee”).




PREAMBLE




                WHEREAS,

Maker executed a Convertible Promissory Note on the 21st day of

July, 2000 whereby it promised to pay to the order of Payee the sum of

$3,750,000 plus interest thereon (collectively with this Amendment, the

“Note”), a copy of which is attached as Exhibit A; and




                WHEREAS,

in order to maximize the purposes for which the Original Note was procured,

Payee has agreed to extend the Maturity Date (as defined in the Original Note).




                NOW THEREFORE,

in consideration of ten and no/100 dollars ($10), and other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged,

the parties hereto agree to amend and/or supplement the Note as follows:




1.                                       The Maturity Date of the Note shall be

amended from “December 29, 2000” to “August 1, 2002.”




2.                                       The Payee and the Maker will work to

complete the renegotiation of terms associated with the Note to the

satisfaction of the Payee in its sole discretion.  Maker covenants that this renegotiation and documentation acceptable

to Payee with respect thereto shall be completed on or before August 15,

2001.  If such renegotiation and

documentation is not completed by such date, Maker agrees to incur a penalty

equal to 10% of the unpaid principal balance of the Note payable to Payee on or

before February 1, 2002.




Except as specifically

set forth herein, all terms of the Note shall remain unmodified and in full

force.  Payee reserves all rights and

remedies under the Note and the Loan Agreement (as defined in the Note).  The Maker agrees to pay all costs and

expenses incurred by the Payee including, but not limited to, the legal fees

and costs of Payee’s counsel in connection with this Amendment and any other

equity or debt financing contemplated between Maker and Payee, whether incurred

on, prior to or subsequent to the date hereof, immediately upon demand of the

Payee.




This Amendment may be

executed in one or more counterparts, each of which shall be deemed an original

and all of which taken together shall constitute one and the same

instrument.  A facsimile copy of a

signature page to this Amendment shall be deemed an original for all purposes.




 





























 




IN

WITNESS WHEREOF,

each of the parties hereto has executed this Amendment or has caused this

Amendment to be executed on its behalf by a representative duly authorized, all

as of the date above set forth:




 




	

  MAKER:


  	

   


  
	

  EPICEDGE, INC.


  	

   


  
	

  By:


  	

   


  	

   


  
	

  Name:


  	

   


  	

   


  
	

  Title:


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  PAYEE:


  	

   


  
	

  EDGEWATER PRIVATE EQUITY


  	

   


  
	

  FUND III, L. P.


  	

   


  
	

  By:


  	

  Edgewater III

  Management, L.P.


  	

   


  
	

  Its:


  	

  General Partner


  	

   


  
	

  By:


  	

  Gordon Management, Inc.


  	

   


  
	

  Its:


  	

  General Partner


  	

   


  
	

  By:


  	

   


  	

   


  
	

  Name:


  	

   


  	

   


  
	

  Title:


  	

   


  	

   


  





 




 




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