1ST AMENDEMENT TO THE 7% NOTES DUE MAY 31, 2008


AMENDMENT TO LOAN TRANSACTION AGREEMENT




THIS AMENDMENT TO LOAN TRANSACTION AGREEMENT (the “Amendment”) is made and entered into effective as of the 31st day of October, 2008, by and between Silvergraph International, Inc. (the “Company”) and the undersigned holders of promissory notes referenced below (the “Holders”), upon the following premises:




A.

Holders are the holders of certain 7% Convertible Promissory Notes dated January 25, 2008 (the “Notes”) which were purchased from the Company pursuant to the terms of a Subscription Agreement and Security Agreement of the same date.   




B.

The obligations represented by the Notes have been amended by a 1st Amendment to the 7% Notes due May 31, 2008, dated May 31, 2008; a 2nd Amendment to the 7% Notes Due June 30, 2008, dated June 20, 2008; and a 3rd Amendment to the 7% Notes due August 31, 2008, dated August 31, 2008 (the “Prior Amendments”) which are incorporated herein by reference.   For purposes of this Amendment, the Notes, Subscription Agreement and Security Agreement, as amended by the Prior Amendments, are hereby collectively referred to as the “Bridge Loan Agreement.”   




C.

Under the terms of the Bridge Loan Agreement, the Maturity Date of the Notes is October 31, 2008.    




D.

The Company has asked for, and the Holders have agreed to provide, an extension to the Maturity Date.   As consideration for such extension, the Company has agreed to grant to Holders shares of common stock of the Company.  




NOW, THEREFORE, in consideration of the above premises and for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:    




1.

Section 2.0 of the Note entitled Maturity. The Maturity Date for the Notes is hereby extended from October 31, 2008, to December 15, 2008. 




2.

Issuance of Shares.  Contemporaneously with the execution of this Amendment, and as compensation for Holders’ agreement to extend the Maturity Date, as set forth in paragraph 1 above, the Company shall issue to the Holders, pro rata, a total of 9,000,000 shares of Common Stock of the Company, par value $0.001 (the “Shares”), in the respective amounts set forth listed opposite Holder’s signature, below.  The Company will issue to each Holder a stock certificate of the Company representing the respective number of shares of Common Stock opposite Holder’s name, below.  The Company represents that Shares upon issuance:  (a) shall be free of any liens, claims and encumbrances, subject to restrictions upon transfer under the Securities Act of 1933 (the “1933 Act”) and any applicable state securities laws; and (b) shall not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company.  Holders each represent that:  (a)  Holder is an “accredited investor” as such term is defined in Regulation D promulgated under the 1933 Act and is experienced in investments and business matters; and (b) Holder is acquiring the Shares as set 






Amendment to Loan Transaction Agreement

Page 1






forth opposite Holder’s signature, as principal for its or his own account for investment purposes only and not with a view to or for distributing or reselling such Shares or any part thereof, without prejudice, however, to Holder’s right at all times to sell or otherwise dispose of all or part of the Shares in compliance with applicable federal and state securities laws.    Holders further acknowledge the Shares are “restricted securities” within the meaning of the 1933 Act, and as such may not be sold in the absence of registration or an exemption from such registration.  




3.

Cooperation.  Each of the Parties to this Amendment agree to execute such documents and take such further action as may be necessary to carry out the objectives of this Amendment.  In addition, the Company covenants to take all reasonable steps to comply with the terms of the Bridge Loan Agreement.




4.

Scope of Amendment.  Except as amended above, the terms contained in the Bridge Loan Agreement (including the Prior Amendments) shall remain the same and in full force and effect.   




[Signature page follows]






Amendment to Loan Transaction Agreement

Page 2






IN WITNESS WHEREOF, this Amendment has been executed and delivered on the date hereof by the duly authorized representative of the Company and the Holders.




COMPANY:




SILVERGRAPH INTERNATIONAL, INC.







By:

/s/ James R. Simpson

Name:

James R. Simpson

Title:

Chief Executive Officer

Date:

11/12/2008




HOLDERS:




ANTAEUS CAPITAL PARTNERS, LLC




By: 

/s/ Cesar Moya

5,447,368

Name: 

Cesar Moya

No. of Shares

Title:

Authorized Signatory

Date: 

11/12/2008




THOMAS G. SCHUSTER




/s/ Thomas G. Schuster

2,368,421

Name:

Thomas G. Schuster

No. of Shares

Date:

11/12/2008




ROBERT J. NEBORSKY M.D. INC. 

COMBINATION RETIREMENT TRUST







By: 

/s/ Robert J. Neborsky

1,184,211

Name: Robert J. Neborsky

No. of Shares

Title:

Authorized Signatory

Date: 

11/10/2008












Amendment to Loan Transaction Agreement

Page 3