EXHIBIT 10.49

         THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE,
         PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT
         PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL
         SATISFACTORY TO MAKER THAT REGISTRATION IS NOT REQUIRED UNDER
         SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.



                        MODIFIED SECURED PROMISSORY NOTE

$1,150,000                                                     February 28, 2009

      This MODIFIED SECURED PROMISSORY NOTE ("Note") is issued pursuant to the
terms and conditions of that certain Asset Purchase Agreement, dated as of
February 28, 2009 by and among iPRINT TECHNOLOGIES, LLC, a Delaware limited
liability company ("Maker"), MTS PARTNERS, INC. (fka iPRINT TECHNOLOGIES, INC.),
a California corporation ("Payee"), AMERICAN TONERSERV CORP., a Delaware
corporation ("ATS"), and certain other parties (the "Purchase Agreement").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed thereto in the Purchase Agreement.

      1.    Obligation. For value received, and subject to the terms and
conditions set forth in this Note, Maker hereby promises to pay to the order of
Payee the principal sum of One Million One Hundred Fifty Thousand Dollars
($1,150,000), together with interest (at the rate set forth below) on the unpaid
principal balance of this Note.

      2.    Maturity Date. The Note shall be due in full on December 31, 2010,
(the "Maturity Date").

      3.    Interest Rate.

            (a)   Standard Rate. The interest rate on the unpaid principal
during the term of this Note shall be ten percent (10%).

            (b)   Default Rate. Notwithstanding Section 3(a) hereof, while an
Event of Default (as defined below) exists or after acceleration, Maker shall
pay interest on the principal amount of all outstanding obligations of Maker
under this Note, at the lower of (i) ten percent (10%) per annum, or (ii) the
highest rate permitted by law.

            (c)   Computations. All computations of interest shall be made on
the basis of a year of three hundred and sixty-five (365). Interest shall accrue
during each period during which interest is computed from the first day thereof
to the last day thereof and shall compound on a monthly basis.

<PAGE>

            (d)   Usury. If performance of or compliance with any provision of
this Note or in any instrument now or hereafter securing or guaranteeing this
Note results in Payee receiving interest in an amount which would exceed the
maximum rate allowed by law, the amount of such interest which exceeds such
lawful limits shall be applied to the reduction of the unpaid principal balance
and not to the payment of interest. In determining whether or not the interest
paid or payable, under any specific contingency, exceeds the highest rate of
interest permitted under applicable law, Payee and Maker shall, to the maximum
extent permitted under applicable law, (i) characterize any nonprincipal payment
as an expense, fee or premium rather than as interest, (ii) exclude voluntary
prepayments and the effects thereof, and (iii) allocate and "spread" the total
amount of interest throughout the entire term of this Note so that the interest
rate is uniform throughout the entire term hereof.

      4.    Payment.

            (a)   Scheduled Payments. Commencing on March 16, 2009 the first
payment of One Hundred Thousand Dollars ($100,000) shall paid with all
subsequent payments due and paid according to Loan Amortization Schedule in the
form attached hereto as Exhibit C-6. Upon full payment of all amounts due under
this Note, Maker shall be forever released from all of its obligations and
liabilities under this Note.

            (b)   Additional Payments. In addition to scheduled payments, fifty
percent (50%) of every dollar raised through private offerings will be paid
until Note is paid in full.

            (c)   General. All payments due hereunder shall be made in lawful
money of the United States of America to Payee via electronic funds transfer
directly to the account specified by Payee, or such other person or at such
other place as Payee may from time to time designate in writing to Maker. All
payments shall be made no later than 5:00 p.m. (Pacific Time) on the date
specified herein. Any payment received by Payee later than 5:00 p.m. (Pacific
Time) shall be deemed to have been received on the following business day and
any applicable interest or fee shall continue to accrue. Whenever any payment is
due on a day other than a business day, such payment shall be made on either (i)
the previous business day, or (ii) the following business day, and such
extension of time shall in such case be included in the computation of interest.

            (d)   Prepayments. There shall be no penalty for prepayment;
provided, however, that any prepayment of less than all of the outstanding
principal and unpaid accrued interest shall shorten the term of this Note and
not reduce the amount of any installment payment otherwise becoming due after
the prepayment date. Any prepayment made shall be applied first to interest and
then to principal.

            (e)   Attorneys Fees. In the event suit is instituted by Payee to
collect this Note or any portion thereof, Maker promises to pay such additional
sums as the court may adjudge reasonable as attorney's fees in such suit.


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<PAGE>


      5.    Late Charge. If any payment of principal or interest under this Note
shall not be made within seven (7) business days (the "Grace Period") after the
issuance of written notice that such payment is due, a late charge of five
percent (5%) of the overdue amount will be charged by Payee. Such late charge is
in addition to the interest that shall continue to accrue during the Grace
Period which additional interest shall be paid with the late charge. The late
charge represents a reasonable sum considering all of the circumstances existing
on the date of this Note and represents a fair and reasonable estimate of the
costs sustained and the frustration suffered by Payee due to the failure of
Maker to make timely payments. Maker further agrees that proof of actual damages
would be costly or inconvenient. Such late charge shall be immediately due and
payable and shall be paid without prejudice to the right of Payee to collect any
other amounts to be paid or to declare a default under this Note, or from
exercising any of the other rights and remedies of Payee.

      6.    Security. Maker's obligations hereunder are secured by that certain
Security Agreement of even date herewith by and between Maker and Payee (the
"Security Agreement"), pursuant to which Maker grants Payee a security interest
in the Secured Assets (as defined in the Purchase Agreement).

      7.    Adjustment. The principal amount of this Note may be adjusted in
accordance with the terms and conditions of Section 7.3 of the Purchase
Agreement. In the event of such adjustment, the amount of any payments due
hereunder shall be recalculated accordingly but the term of this Note shall not
be shortened or lengthened.

      8.    Right of Offset. Maker expressly reserves against Payee the right of
offset against sums payable (including principal and any interest accrued
thereon) under this Note an amount equal to (i) any downward adjustment
contemplated by Section 7.3 of the Purchase Agreement; and (ii) any Damages (as
defined in Section 13.2 of the Purchase Agreement) for which Maker or ATS is
entitled to be indemnified in accordance with Section 13.2 of the Purchase
Agreement. In the event of such offset, the principal amount of this Note shall
be adjusted downward and the amount of any payments due hereunder shall be
recalculated accordingly but the term of this Note shall not be shortened.
Notwithstanding anything contained herein to the contrary, Maker shall exercise
its right of offset in accordance with the priority more fully described in
Section 7.3(b)(4)(ii) of the Purchase Agreement.

      9.    Event of Default. Any of the following shall constitute an "Event of
Default":

            (a)   Nonpayment. Maker fails to make a payment due under this Note,
and such nonpayment is not cured within the Grace Period.

            (b)   Cross-Default. An Event of Default has occurred under the
Security Agreement.


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<PAGE>

      10.   Remedies; Nonrecourse. Upon the occurrence and during the
continuance of an Event of Default, Payee may exercise on behalf of itself all
rights and remedies available to it under the Security Agreement, including,
without limitation, declaring all outstanding principal and unpaid accrued
interest under this Note to be immediately due and payable. Notwithstanding any
other provision of this Note to the contrary, this Note is nonrecourse as to
Maker and its Affiliates. In the event Payee or any holder of this Note is
entitled to proceed against Maker or its Affiliates, their sole recourse shall
be to enforce their rights under the Security Agreement, and they shall have no
other recourse against Maker or its Affiliates or any assets of Maker or its
Affiliates. This provision is not intended to constitute a discharge or release
of any obligation contained in this Note, but is a covenant by Payee and any
holder of this Note not to sue Maker or its Affiliates for a deficiency.

      11.   Miscellaneous.

            (a)   Notice. Any notice required or permitted under this Note shall
be given in writing and delivered as described herein. A notice shall be deemed
effectively given as follows: (i) upon personal delivery; (ii) one (1) business
day after transmission by electronic means, provided such transmission is
electronically confirmed as having been successfully transmitted and a copy of
such notice is deposited within 24 hours for either overnight delivery or for
registered or certified mail, in accordance with clause (iii) or (iv) below,
respectively; (iii) one (1) business day after deposit with a reputable
overnight courier service, prepaid for overnight delivery; or (iv) three (3)
business days after deposit with the United States Postal Service, postage
prepaid, registered or certified with return receipt requested. Addresses for
notice shall be as follows, or at such other address as such party may designate
by ten (10) days' advance written notice to the other parties:

            If to Maker:
            -----------

            iPrint Technologies, LLC
            c/o American TonerServ Corp.
            420 Aviation Blvd., Suite 103
            Santa Rosa, CA  95403
            Attn:  Chuck Mache, President and CEO
            Fax:  (707) 581-7450

            With a copy, which shall not constitute notice but shall be
            -----------------------------------------------------------
            delivered at the same time and by the same means, to:
            -----------------------------------------------------

            Spaulding McCullough & Tansil LLP 90 South E Street, Suite 200
            Santa Rosa, CA 95404
            Attn:  Kevin J. McCullough or Douglas J. (DJ) Drennan
            Fax:  (707) 524-1906




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<PAGE>

            If to Payee:
            -----------

            MTS PARTNERS, INC. (fka iPRINT TECHNOLOGIES, INC.)
            980 Magnolia Avenue, Suite 5
            Larkspur, CA 94939
            Attn:  Chad Solter
            Fax:  (415) 927-3232

            With a copy, which shall not constitute notice but shall be
            -----------------------------------------------------------
            delivered at the same time and by the same means, to:
            -----------------------------------------------------

            Haas & Najarian, LLP
            58 Maiden Lane, 2nd Floor
            San Francisco, Ca 94108
            Attn:  Louis N. Haas, Esq.
            Fax:  (415) 391-0555

            (b)   Time of Essence. Time is of the essence with respect to the
terms, covenants, and conditions contained herein.

            (c)   Entire Agreement. This Note, including any other agreements,
exhibits, and schedules to be entered into in connection with the transactions
contemplated hereby and specifically referenced in this Note, constitutes and
embodies the entire understanding and agreement of the parties hereto relating
to the subject matter hereof and supersedes all prior agreements or
understandings of the parties hereto, whether written or oral.

            (d)   Construction. Every covenant, term, and provision of this Note
shall be construed simply according to its fair meaning and not strictly for or
against any party. Every exhibit, schedule, attachment, or other appendix
attached to this Note and referred to herein shall constitute a part of this
Note and is hereby incorporated herein by reference. Any reference to any
federal, state, local, or foreign statue or law shall be deemed also to refer to
all rules and regulations promulgated thereunder, unless the context requires
otherwise. Unless the context clearly requires otherwise, (i) plural and
singular numbers will each be construed to include the other; (ii) the
masculine, feminine, and neuter genders will each be construed to include the
others; (iii) "shall," "will," "must," "agree," and "covenants" are each
mandatory; (iv) "may" is permissive; (v) "or" is not exclusive; (vi) "includes"
and "including" are not limiting; and (vii) "knowledge" will mean knowledge
after due inquiry.

            (e)   Amendments and Waivers. Any term of this Note may be amended
and the observance of any term of this Note may be waived (either generally or
in a particular instance and either retroactively or prospectively), but only
with the written consent of the party or parties to be bound thereby. No delay
in the exercise of any right or remedy under this Note shall constitute a waiver
thereof and the waiver by any party of any right or remedy under this Note on
any one occasion shall not be deemed a waiver of such right or remedy on any
subsequent occasion.


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<PAGE>

            (f)   Assignment. This Note shall not be transferred or assigned,
whether by operation of law or otherwise, without the prior written consent of
Maker, which consent shall not be unreasonably withheld if the transferee or
assignee thereof is an Affiliate (as defined in the Purchase Agreement) of Payee
and agrees in writing to be bound by the terms and conditions of this Note.

            (g)   No Third Party Beneficiaries. Except as expressly provided
herein, nothing in this Note, express or implied, is intended to confer upon any
party other than the parties hereto, or their respective successors and assigns,
any rights, remedies, obligations, or liabilities under or by reason of this
Note.

            (h)   Headings. The titles and subtitles used in this Note are used
for convenience only and shall not be considered in construing or interpreting
this Note.

            (i)   Governing Law. This Note shall be governed by and construed
under the laws of the State of California without regard to the conflict of laws
rules of such state.

            (j)   Jurisdiction. Any suit, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in connection
with, this Agreement or the transactions contemplated hereby may be brought in
any court of competent jurisdiction in Sonoma County, California, and each of
the parties hereby consents to the jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waives, to the full extent permitted by law, any objection that
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding in any such court or that any such suit, action or proceeding that
is brought in any such court has been brought in an inconvenient form. Process
in any such suit, action or proceeding may be served on any party anywhere in
the world, whether within or without the jurisdiction of any such court.

            (k)   Severability. Whenever possible, each provision of this Note
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Note shall be or become prohibited
or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity without invalidating the remainder of
such provision or the remaining provisions of this Note.

            (l)   Specific Performance. Each party's obligation under this Note
is unique. If any party should default in such party's obligations under this
Note, each party acknowledges that it would be extremely impracticable to
measure the resulting damages; accordingly, the nondefaulting party or parties,
in addition to damages and any other available rights or remedies, may sue in
equity for specific performance, and the parties hereby expressly waive the
defense that a remedy in damages shall be adequate. The parties also hereby
expressly waive any requirement that the nondefaulting party or parties post a
bond or similar security prior to obtaining and enforcing any specific
performance.

                            [SIGNATURE PAGE FOLLOWS]


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<PAGE>


         IN WITNESS WHEREOF, Maker has executed this Secured Contingent
Promissory Note No. 1 as of the date first set forth above.

                                           MAKER:

                                           iPRINT TECHNOLOGIES, LLC,
                                            a Delaware limited liability company


                                           By:    AMERICAN TONERSERV CORP.,
                                                   a Delaware corporation
                                           Its:   Managing Member


                                                  By:    /s/ Chuck Mache
                                                         -----------------
                                                         Chuck Mache
                                                  Its:   President and CEO


FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, ATS hereby
guarantees the payment and performance of the indebtedness evidenced by the
foregoing Amended Secured Promissory Note in accordance with its terms,
including any and all extensions, renewals, or modifications of said note and
the indebtedness evidenced thereby.

Acknowledged and Agreed:
-----------------------

AMERICAN TONERSERV CORP.,
  a Delaware corporation



By:      /s/ Chuck Mache
         ------------------
         Chuck Mache
Its:     President and CEO






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